Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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On July 7, 2016, Brown-Forman Corporation (the Company) completed the sale of 300,000,000 aggregate principal amount of 1.200% Notes due
2026 (the Euro Notes) and £300,000,000 aggregate principal amount of 2.600% Notes due 2028 (the Sterling Notes and collectively with the Euro Notes, the Notes).
The Notes were issued pursuant to an indenture (the base indenture) dated as of April 2, 2007, as supplemented by a first supplemental
indenture dated as of December 13, 2010 and a second supplemental indenture dates as of June 24, 2015 (collectively with the base indenture, the Indenture) between the Company and U.S. Bank National Association, as trustee (the
Trustee). Pursuant to the Indenture, the Company executed an Officers Certificate dated July 7, 2016 (the Officers Certificates) setting forth the terms of the Notes.
Interest on the Euro Notes will accrue at the rate of 1.200% per year. Interest on the Sterling Notes will accrue at the rate of 2.600% per year.
Interest on the Notes will be payable annually in arrears on July 7 of each year, beginning July 7, 2017. The Euro Notes will mature on July 7, 2026 and the Sterling Notes will mature on July 7, 2028.
The Company may redeem the Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in the Notes. In addition, upon
the occurrence of certain tax events, the Notes may be redeemed by the Company, in whole, but not in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed on the redemption date, plus accrued and unpaid
interest on the Notes to the redemption date.
The Indenture provides for customary events of default and further provides that the Trustee or the holders
of 51% or more in aggregate principal amount of the outstanding Notes of a series may declare such Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period.
Each of the Notes were offered and sold by the Company pursuant to its automatic shelf registration statement, as defined in Rule 405 of the Securities
Act of 1933, as amended, on Form S-3 (File Number 333-205183), filed with the Securities and Exchange Commission on June 24, 2015, as supplemented, with respect to each of the Notes, by a prospectus supplement dated June 30, 2016,
previously filed with the Securities and Exchange Commission.
The above description of the Indenture and the Notes is qualified in its entirety by
reference to the Indenture, the Officers Certificate pursuant to the Indenture setting forth the terms of the Notes, the form of 1.200% Note due 2026 representing the Euro Notes and the form of 2.600% Note due 2028 representing the Sterling
Notes, each of which are filed as exhibits to this report and are incorporated herein by reference.