Constellation Brands’ Agreement With Sands Family

Wachtell, Lipton, Rosen & Katz advised the Sands Family, Kirkland & Ellis advised Constellation, and Potter Anderson advised Special Committee of Constellation Brands.

Constellation Brands (NYSE: STZ and STZ.B), a leading beverage alcohol company, announced that following the recommendation of a special committee comprised solely of independent directors, its Board of Directors has approved, and will recommend to shareholders for approval, a proposal to eliminate the company’s Class B common stock. The proposed transaction contemplates that each outstanding share of the company’s Class B common stock, including those owned by the Sands Family, will be converted into the right to receive one share of Class A common stock plus cash consideration in the amount of $64.64 per share of Class B common stock, or a total amount of $1.5 billion. 

In addition, upon completion of the reclassification, Robert and Richard Sands, who currently serve as Executive Chairman of the Board and Executive Vice Chairman of the Board, respectively, will retire from their employment with Constellation Brands in their current executive capacities. Robert Sands will become Non-Executive Chairman of the Board and Richard Sands will continue on as a Board member. It is expected that the Sands Family will continue to be Constellation’s largest shareholder following completion of the reclassification. Following the reclassification, the Sands Family will be subject to customary standstill provisions.

Constellation Brands’ mission is to build brands that people love because we believe sharing a toast, unwinding after a day, celebrating milestones, and helping people connect, are Worth Reaching For. 

Wachtell Lipton’s team was led by Partners Daniel A. Neff (Picture), David M. Silk and Victor Goldfeld and included Stanley E. Richards, Associate, Anna Dimitrijevic, Associate, Sabina Beleuz Neagu, Summer Associate (Corporate), William Savitt, Partner (Litigation), Jodi J. Schwartz, Partner (Tax), Adam J. Shapiro, Partner, Sasha F. Belinkie, Associate (Executive Compensation and Benefits), and Nelson O. Fitts, Partner (Antitrust).

The Kirkland team was led by corporate partners Eric Schiele, David Klein and Carlo Zenkner and associate Peter Fritz, capital markets partners Sophia Hudson and Jennifer Lee, executive compensation partners Scott Price and Jared Whalen, tax partners Dean Shulman and Joseph Tootle, and debt finance partners Rachael Lichman and Jordan Roberts.

Potter Anderson advised the special committee of Constellation Brands with a team included partners Myron Steele, Mark Morton and Alyssa Ronan and associate Garrett Lyons.

Involved fees earner: Peter Fritz – Kirkland & Ellis; Sophia Hudson – Kirkland & Ellis; David Klein – Kirkland & Ellis; Jennifer Lee – Kirkland & Ellis; Rachael Lichman – Kirkland & Ellis; Scott Price – Kirkland & Ellis; Jordan Roberts – Kirkland & Ellis; Eric Schiele – Kirkland & Ellis; Dean Shulman – Kirkland & Ellis; Joseph Tootle – Kirkland & Ellis; Jared Whalen – Kirkland & Ellis; Carlo Zenkner – Kirkland & Ellis; Garrett Lyons – Potter Anderson & Corroon LLP; Mark Morton – Potter Anderson & Corroon LLP; Alyssa Ronan – Potter Anderson & Corroon LLP; Myron Steele – Potter Anderson & Corroon LLP; Sasha Belinkie – Wachtell, Lipton, Rosen & Katz; Anna Dimitrijevi? – Wachtell, Lipton, Rosen & Katz; Nelson Fitts – Wachtell, Lipton, Rosen & Katz; Victor Goldfeld – Wachtell, Lipton, Rosen & Katz; Daniel Neff – Wachtell, Lipton, Rosen & Katz; Stanley Richards – Wachtell, Lipton, Rosen & Katz; Jodi Schwartz – Wachtell, Lipton, Rosen & Katz; Adam Shapiro – Wachtell, Lipton, Rosen & Katz; David Silk – Wachtell, Lipton, Rosen & Katz;

Law Firms: Kirkland & Ellis; Potter Anderson & Corroon LLP; Wachtell, Lipton, Rosen & Katz;

Clients: Constellation Brands Inc.; Constellation Brands Inc. – Special Committee; Sands Marvin; Sands Richard; Sands Robert;