Filing Details
- Accession Number:
- 0001193125-19-188746
- Form Type:
- 13D Filing
- Publication Date:
- 2019-07-03 09:06:04
- Filed By:
- Cbg Holdings Llc
- Company:
- Canopy Growth Corp (NYSE:CGC)
- Filing Date:
- 2019-07-03
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Greenstar Canada Investment Limited Partnership | 0 | 37,753,802 | 0 | 37,753,802 | 37,753,802 | 10.4% |
Greenstar Canada Investment Corporation | 0 | 37,753,802 | 0 | 37,753,802 | 37,753,802 | 10.4% |
Constellation Brands Canada Holdings ULC | 0 | 37,753,802 | 0 | 37,753,802 | 37,753,802 | 10.4% |
Constellation Capital | 0 | 37,753,802 | 0 | 37,753,802 | 37,753,802 | 10.4% |
Constellation International Holdings Limited | 0 | 37,753,802 | 0 | 37,753,802 | 37,753,802 | 10.4% |
CBG Holdings | 0 | 244,245,453 | 0 | 244,245,453 | 244,245,453 | 50.3% |
Constellation Brands, Inc | 0 | 281,999,255 | 0 | 281,999,255 | 281,999,255 | 55.9% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Canopy Growth Corporation
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
901164
(CUSIP Number)
Lloyd H. Spencer, Esq.
Nixon Peabody LLP
799 9th Street NW, Suite 500
Washington, D.C. 20001
(202) 585-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 27, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 17
SCHEDULE 13D
CUSIP No. 901164
1 | NAME OF REPORTING PERSONS
Greenstar Canada Investment Limited Partnership | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
37,753,802 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
37,753,802 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,753,802 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4% | |||||
14 | TYPE OF REPORTING PERSON
PN |
Page 3 of 17
SCHEDULE 13D
CUSIP No. 901164
1 | NAME OF REPORTING PERSONS
Greenstar Canada Investment Corporation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
37,753,802 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
37,753,802 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,753,802 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4% | |||||
14 | TYPE OF REPORTING PERSON
CO |
Page 4 of 17
SCHEDULE 13D
CUSIP No. 901164
1 | NAME OF REPORTING PERSONS
Constellation Brands Canada Holdings ULC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nova Scotia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
37,753,802 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
37,753,802 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,753,802 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4% | |||||
14 | TYPE OF REPORTING PERSON
HC and CO |
Page 5 of 17
SCHEDULE 13D
CUSIP No. 901164
1 | NAME OF REPORTING PERSONS
Constellation Capital LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
37,753,802 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
37,753,802 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,753,802 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4% | |||||
14 | TYPE OF REPORTING PERSON
HC and CO |
Page 6 of 17
SCHEDULE 13D
CUSIP No. 901164
1 | NAME OF REPORTING PERSONS
Constellation International Holdings Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
37,753,802 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
37,753,802 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,753,802 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4% | |||||
14 | TYPE OF REPORTING PERSON
HC and CO |
Page 7 of 17
SCHEDULE 13D
CUSIP No. 901164
1 | NAME OF REPORTING PERSONS
CBG Holdings LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
BK; WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
244,245,453 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
244,245,453 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,245,453 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.3% | |||||
14 | TYPE OF REPORTING PERSON
CO |
Page 8 of 17
SCHEDULE 13D
CUSIP No. 901164
1 | NAME OF REPORTING PERSONS
Constellation Brands, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
BK; WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
281,999,255 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
281,999,255 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,999,255 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.9% | |||||
14 | TYPE OF REPORTING PERSON
HC and CO |
Page 9 of 17
This Amendment No. 4 (this Amendment) is being filed by Greenstar Canada Investment Limited Partnership (Greenstar LP), Greenstar Canada Investment Corporation (GCIC), Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited, CBG Holdings LLC (CBG) and Constellation Brands, Inc. (Constellation) (collectively, the Reporting Persons), pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act).
This Amendment amends the Schedule 13D filed on July 17, 2018 by Greenstar LP, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation (the Initial Schedule 13D), as the Initial Schedule 13D was amended by (i) Amendment No. 1 filed on August 16, 2018 (the First Amendment), by the Reporting Persons, (ii) Amendment No. 2 filed on November 2, 2018 (the Second Amendment) by CBG and Constellation and (iii) Amendment No. 3 filed on December 3, 2018 (the Third Amendment and together with the First Amendment, the Second Amendment and the Initial Schedule 13D, the Schedule 13D) by Greenstar LP, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The title and class of equity securities to which this Amendment relates is the Common Shares, no par value (the Common Shares), of Canopy Growth Corporation, a company organized and existing under the laws of Canada (the Issuer or Canopy). The principal executive offices of the Issuer are located at 1 Hershey Drive, Smiths Falls, Ontario Canada, K7A 0A8.
Item 2. Identity and Background.
Paragraphs (a) (c) of Item 2 of the Schedule 13D is hereby revised and supplemented with the following:
(a) (c) The principal office address or business address of Greenstar LP and of GCIC is 1055 West Hastings Street, Suite 1700, Vancouver, British Columbia Canada, V6E 2E9.
Current information concerning the identity and background of each executive officer and director of CBG, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation is set forth on Annex A (collectively, the Covered Persons), attached hereto and incorporated herein by reference.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby revised and supplemented with the following:
As previously reported, on November 1, 2018, CBG, a wholly-owned subsidiary of Constellation, acquired 139,745,453 Common Share purchase warrants in the Issuer (the CBG Warrants), which consisted of 88,472,861 CBG Warrants exercisable at a price of C$50.40 per share (the Tranche A Warrants) and 51,272,592 CBG Warrants exercisable upon the exercise, in full, of the Tranche A Warrants at a price based on the five-day volume-weighted average trading price of the Issuers common shares on the Toronto Stock Exchange immediately prior to exercise (the Tranche B Warrants). The CBG Warrants were exercisable over a three-year period from November 1, 2018.
On April 18, 2019, the Issuer entered into a definitive agreement (as amended, the Acreage Arrangement) with Acreage Holdings, Inc. (Acreage), that grants Issuer the right to acquire all of the issued and outstanding shares in the capital of Acreage (the Acreage Transaction), with a requirement for the Issuer to do so at such time as the general cultivation, distribution and possession of marijuana becomes legal under United States federal law or the regulation of such activities is removed from United States federal law, subject
Page 10 of 17
to obtaining the requisite prior approval of the shareholders of each of Acreage and the Issuer, as well as the approval of the Supreme Court of British Columbia. In connection with the Acreage Transaction, the Issuer and CBG entered into a Consent Agreement, dated April 18, 2019 (the Consent Agreement).
On June 19, 2019, the Issuers shareholders approved (i) the Acreage Arrangement and the Acreage Transaction and (ii) the Consent Agreement. Also, on June 19, 2019, the shareholders of Acreage approved the Acreage Arrangement and the Acreage Transaction. On June 21, 2019, the Supreme Court of British Columbia issued a final order approving the Acreage Arrangement under Section 291 of the Business Corporations Act (British Columbia). The Arrangement Filings pursuant to Section 400 of the Business Corporations Act (British Columbia) were filed with the Registrar of Companies on June 26, 2019 and the modified CBG Warrants were issued June 27, 2019.
In accordance with the Consent Agreement, the CBG Warrants were modified to consist of three tranches of warrants. The 88,472,861 modified Tranche A Warrants (the Modified Tranche A Warrants) continue to have an exercise price of C$50.40 per share but the expiration was extended to November 1, 2023. The remaining CBG Warrants consist of (i) 38,454,444 modified Tranche B Warrants (the Modified Tranche B Warrants) exercisable upon the exercise, in full, of the Modified Tranche A Warrants, at an exercise price of C$76.68 per share and (ii) 12,818,148 tranche C Warrants (the Tranche C Warrants) exercisable upon the exercise, in full, of the Modified Tranche A Warrants, at an exercise price based on the five-day volume-weighted average trading price of the Issuers common shares on the Toronto Stock Exchange immediately prior to exercise. The Modified Tranche B Warrants and the Tranche C Warrants will expire November 1, 2026. Additionally, the exercise price of the Modified Tranche B Warrants and the Tranche C Warrants may be reduced in the event the Issuer does not purchase, for cancellation, the lesser of 27,378,866 of its Common Shares and Common Shares having a value of C$1,582,995,262 during the period beginning April 18, 2019, and ending on the date that is 24 months after the date that all the Modified Tranche A Warrants are exercised. If for any reason the Issuer has not purchased for cancellation the Common Shares required to be purchased for cancellation, CBG will be credited an amount that will reduce the aggregate exercise price otherwise payable upon each exercise of the Modified Tranche B Warrants and the Tranche C Warrants in an amount equal to the difference between C$1,582,995,262 and the actual price paid by the Issuer in purchasing its Common Shares for cancellation.
The above description of the Consent Agreement is qualified in its entirety by the terms of the Consent Agreement between CBG and the Issuer, which is filed as Exhibit 99.2 to this Amendment.
Also, in connection with the Acreage Transaction, on April 18, 2019, Greenstar LP, CBG and the Issuer entered into the Second Amended and Restated Investor Rights Agreement (the Second Investor Rights Agreement). Under the Second Investor Rights Agreement, Greenstar LP, CBG and Constellation (collectively, the CBG Group) may purchase up to 20,000,000 Common Shares on the open market or in private agreement transactions with existing holders of Common Shares. Previously, the CBG Group could not acquire additional Common Shares on the open market or in private agreement transactions with existing holders of Common Shares until all the CBG Warrants had been exercised or expired. To the extent the CBG Group acquires additional Common Shares, the number of Modified Tranche B Warrants or Tranche C Warrants shall be decreased by one for each Common Share acquired.
The above description of the Second Investor Rights Agreement is qualified in its entirety by the terms of the Second Investor Rights Agreement between Greenstar LP, CBG and the Issuer, which is filed as Exhibit 99.3 to this Amendment.
On July 3, 2019, the Issuer announced that its Board of Directors and Bruce Linton agreed that Mr. Linton would step down as Co-Chief Executive Officer and a director. Mark Zekulin remains as sole Chief Executive Officer. The Issuer also announced the appointment of a new President and a new Board Chair.
Except as set forth in this Amendment, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D. The Reporting Persons may evaluate on a continuing basis their investment in the Issuer and expect that they may from time to time acquire or dispose of Common Shares or other securities of the Issuer. The Reporting Persons may purchase or sell Common Shares or exercise the Warrants in the future, either on the open market or in private transactions, in each case, depending on a number of factors, including general market and economic conditions and other available investment opportunities. Depending on market conditions, general economic and industry conditions, the Issuers business and financial condition and/or other relevant factors, the Reporting Persons may develop other plans or intentions in the future relating to one or more of the actions described in Item 4(a) through (j) of Schedule 13D.
Page 11 of 17
Item 5. Interest in Securities of the Issuer
Paragraphs (a) (c) of Item 5 of the Schedule 13D is hereby revised and supplemented as follows:
(a) (c) Except as set forth in the Schedule 13D, to the best knowledge of the Reporting Persons, the Covered Persons do not beneficially own any Common Shares as of June 27, 2019 other than Covered Persons (i) Robert L. Hanson, who holds restricted stock units convertible into 3,650 Common Shares, which were acquired on December 13, 2018 as compensation for his position as a director of the Issuer and (ii) Judy A. Schmeling, who holds restricted stock units convertible into 3,650 Common Shares, which were acquired on December 13, 2018 as compensation for her position as a director of the Issuer. The Reporting Persons disclaim beneficial ownership of each Covered Persons Common Shares and such Common Shares are excluded from the aggregate amounts reported by the Reporting Persons in this Amendment and Schedule 13D. The restricted stock units granted to each of Mr. Hanson and Ms. Schmeling vest quarterly in equal amounts over one year. As of June 27, 2019, each has 1,825 vested restricted stock units and 1,825 unvested restricted stock units.
Neither the Reporting Persons, nor to the best knowledge of the Reporting Persons, any of the Covered Persons, has engaged in any transaction involving any Common Shares during the 60-day period ended June 27, 2019 other than the vesting of the restricted stock units.
The aggregate percentage of Common Shares reported owned by the Reporting Persons is based upon 345,546,829 Common Shares outstanding, which is the total number of Common Shares outstanding as of May 17, 2019, as reported by the Issuer in its Form 6-K filed on May 23, 2019, plus (i) in the case of CBG and Constellation 139,745,453 Common Shares underlying the CBG Warrants and, (ii) in the case of Greenstar LP, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation, 18,876,901 Common Shares underlying warrants held by Greenstar LP, that are exercisable within 60 days of the date hereof and are treated as issued and outstanding only for the purpose of computing the percentage ownership of the Reporting Persons pursuant to Rule 13d-3(1)(i) under the Exchange Act.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby revised and supplemented as follows:
In connection with the transactions described in Item 4 above, CBG and the Issuer entered into the Consent Agreement (which is described in Item 4) on April 18, 2019, and Greenstar LP, CBG and the Issuer entered into the Second Investor Rights Agreement (which is described in Item 4) on April 18, 2019. Other than as described in this Amendment and the Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities, including the Common Shares.
Item 7. Material to Be Filed as Exhibits
Exhibit 99.1 | Joint Filing Agreement among the Reporting Persons dated July 3, 2019. | |
Exhibit 99.2 | Consent Agreement, dated April 18, 2019, by and between CBG Holdings LLC and Canopy Growth Corporation (incorporated herein by reference to Exhibit 99.4 of Canopy Growth Corporations Form 6-K filed April 30, 2019). | |
Exhibit 99.3 | Second Amended and Restated Investor Rights Agreement, dated April 18, 2019, by and among Greenstar Canada Investment Limited Partnership, CBG Holdings LLC and Canopy Growth Corporation (incorporated herein by reference to Exhibit 99.3 of Canopy Growth Corporations Form 6-K filed April 30, 2019). |
Signature
After reasonable inquiry and to the best of the undersigneds knowledge and belief I certify that the information set forth in this statement is true, complete and correct.
Dated: July 3, 2019 | CBG Holdings LLC | |||||
By: /s/ Garth Hankinson | ||||||
Name: Garth Hankinson | ||||||
Title: President | ||||||
Greenstar Canada Investment Limited Partnership | ||||||
By: | Greenstar Canada Investment Corporation, its general partner | |||||
By: /s/ Garth Hankinson | ||||||
Name: Garth Hankinson | ||||||
Title: President | ||||||
Greenstar Canada Investment Corporation | ||||||
By: /s/ Garth Hankinson | ||||||
Name: Garth Hankinson | ||||||
Title: President | ||||||
Constellation Brands Canada Holdings ULC | ||||||
By: /s/ Garth Hankinson | ||||||
Name: Garth Hankinson | ||||||
Title: President | ||||||
Constellation Capital LLC | ||||||
By: /s/ Oksana S. Dominach | ||||||
Name: Oksana S. Dominach | ||||||
Title: Vice President and Treasurer | ||||||
Constellation International Holdings Limited | ||||||
By: /s/ Oksana S. Dominach | ||||||
Name: Oksana S. Dominach | ||||||
Title: Vice President and Treasurer | ||||||
Constellation Brands, Inc. | ||||||
By: /s/ James O. Bourdeau | ||||||
Name: James O. Bourdeau | ||||||
Title: Executive Vice President, General Counsel and Secretary |
Annex A
The following is a list, as of June 27, 2019, of the executive officers and directors of each of CBG Holdings LLC, Greenstar Canada Investment Corporation, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation Brands, Inc. (collectively, the Covered Persons), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly affiliated with Constellation Brands, Inc.) unless otherwise noted.
Executive Officers of CBG Holdings LLC:
Name | Position | Business Address | Citizenship | |||
Garth Hankinson | President | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Oksana S. Dominach | Vice President and Treasurer | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Jeffrey H. LaBarge | Vice President and Assistant Secretary | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Barbara J. LaVerdi | Secretary and Assistant Treasurer | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Thomas M. McCorry | Vice President | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Timothy D. Robins | Vice President | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Janet Stewart | Vice President | 207 High Point Drive, Building 100, Victor, New York 14564 | US |
Directors of CBG Holdings LLC:
Name | Principal Occupation or Employment | Business Address | Citizenship | |||
James O. Bourdeau | Executive Vice President, General Counsel and Secretary of Constellation Brands, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US |
Executive Officers of Greenstar Canada Investment Corporation:
Name | Position | Business Address | Citizenship | |||
Garth Hankinson | President | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Oksana S. Dominach | Vice President and Treasurer | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Christopher Edwards | Vice President | 131 S. Dearborn Street, Chicago, Illinois 60603 | US | |||
Barbara J. LaVerdi | Secretary | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Janet Stewart | Vice President | 207 High Point Drive, Building 100, Victor, New York 14564 | US |
Directors of Greenstar Canada Investment Corporation:
Name | Position | Business Address | Citizenship | |||
James O. Bourdeau | Executive Vice President, General Counsel and Secretary of Constellation Brands, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Christopher Edwards | Senior Vice President, Strategy of Constellation Brands, Inc. | 131 S. Dearborn Street, Chicago, Illinois 60603 | US | |||
Garth Hankinson | Senior Vice President, Corporate Development of Constellation Brands, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US |
Executive Officers of Constellation Brands Canada Holdings ULC:
Name | Position | Business Address | Citizenship | |||
Garth Hankinson | President | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Oksana S. Dominach | Vice President and Treasurer | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Barbara J. LaVerdi | Secretary and Assistant Treasurer | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Janet Stewart | Vice President | 207 High Point Drive, Building 100, Victor, New York 14564 | US |
Directors of Constellation Brands Canada Holdings ULC:
Name | Principal Occupation or Employment | Business Address | Citizenship | |||
Oksana S. Dominach | Senior Vice President and Treasurer of Constellation Brands, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Janet Stewart | Senior Vice President, Tax of Constellation Brands, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US |
Executive Officers of Constellation Capital LLC:
Name | Position | Business Address | Citizenship | |||
David Klein | President | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Oksana S. Dominach | Vice President and Treasurer | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Barbara J. LaVerdi | Secretary and Assistant Treasurer | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Janet Stewart | Vice President | 207 High Point Drive, Building 100, Victor, New York 14564 | US |
Directors of Constellation Capital LLC:
Name | Principal Occupation or Employment | Business Address | Citizenship | |||
James O. Bourdeau | Executive Vice President, General Counsel and Secretary of Constellation Brands, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
David Klein | Executive Vice President and Chief Financial Officer of Constellation Brands, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US |
Executive Officers of Constellation International Holdings Limited:
Name | Position | Business Address | Citizenship | |||
F. Paul Hetterich | President | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
David Klein | Executive Vice President | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Robert L. Hanson | Executive Vice President | 1255 Battery Street, Suite 300, San Francisco, California 94111 | US | |||
Oksana S. Dominach | Vice President and Treasurer | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Barbara J. LaVerdi | Secretary and Assistant Treasurer | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Janet Stewart | Vice President | 207 High Point Drive, Building 100, Victor, New York 14564 | US |
Directors of Constellation International Holdings Limited:
Name | Principal Occupation or Employment | Business Address | Citizenship | |||
James O. Bourdeau | Executive Vice President, General Counsel and Secretary of Constellation Brands, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
F. Paul Hetterich | Executive Vice President and President, Beer Division of Constellation Brands, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
David Klein | Executive Vice President and Chief Financial Officer of Constellation Brands, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US |
Executive Officers of Constellation Brands, Inc.:
Name | Position | Business Address | Citizenship | |||
William A. Newlands | President and Chief Executive Officer | 131 S. Dearborn Street, Chicago, Illinois 60603 | US | |||
Robert Sands | Chairman of the Board | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Richard Sands | Vice Chairman of the Board | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
David Klein | Executive Vice President and Chief Financial Officer | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
James O. Bourdeau | Executive Vice President, General Counsel and Secretary | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Thomas M. Kane | Executive Vice President and Chief Human Resources Officer | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
James A. Sabia, Jr. | Executive Vice President and Chief Marketing Officer | 131 S. Dearborn Street, Chicago, Illinois 60603 | US | |||
F. Paul Hetterich | Executive Vice President and President, Beer Division | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Robert L. Hanson | Executive Vice President and President, Wine & Spirits Division | 1255 Battery Street, Suite 300, San Francisco, California 94111 | US |
Directors of Constellation Brands, Inc.:
Name | Principal Occupation or Employment | Business Address | Citizenship | |||
Jennifer M. Daniels | Chief Legal Officer and Secretary of Colgate-Palmolive Company | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Jerry Fowden | Executive Chairman of the Board of Cott Corporation | 207 High Point Drive, Building 100, Victor, New York 14564 | United Kingdom | |||
Barry A. Fromberg | Senior Advisor to CEO of HNI Healthcare | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Ernesto M. Hernandez | President and Managing Director of General Motors de Mexico, S. de R.L. de C.V. | 207 High Point Drive, Building 100, Victor, New York 14564 | Mexico | |||
Susan Somersille Johnson | Executive Vice President and Chief Marketing Officer of SunTrust Banks, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
James A. Locke III | Senior Counsel to the law firm of Nixon Peabody LLP | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Daniel J. McCarthy | President and Chief Executive Officer of Frontier Communications Corporation | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
William A. Newlands | President and Chief Executive Officer of Constellation Brands, Inc. | 131 S. Dearborn Street, Chicago, Illinois 60603 | US | |||
Richard Sands | Vice Chairman of the Board of Constellation Brands, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Robert Sands | Chairman of the Board of Constellation Brands, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Judy A. Schmeling | Former Chief Operating Officer of HSN, Inc., and former President of HSNs Cornerstone Brands | 207 High Point Drive, Building 100, Victor, New York 14564 | US | |||
Keith E. Wandell | Retired Chairman of the Board, President and Chief Executive Officer of Harley-Davidson, Inc. | 207 High Point Drive, Building 100, Victor, New York 14564 | US |