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Agreement

Joint Venture JV Agreement

Agreement | Document Parties: Anheuser-Busch, Inc | Barton Beers, Ltd | Closing, GModelo Corporation | Constellation Brands, Inc | Crown Imports LLC | Diblo, SA | Extrade II SA | Grupo Modelo, SA | Marcas Modelo, SA You are currently viewing:
This Joint Venture JV Agreement involves

Anheuser-Busch, Inc | Barton Beers, Ltd | Closing, GModelo Corporation | Constellation Brands, Inc | Crown Imports LLC | Diblo, SA | Extrade II SA | Grupo Modelo, SA | Marcas Modelo, SA

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Title: Agreement
Date: 1/3/2007
Industry: Beverages (Alcoholic)     Sector: Consumer/Non-Cyclical

Agreement, Parties: anheuser-busch  inc , barton beers  ltd , closing  gmodelo corporation , constellation brands  inc , crown imports llc , diblo  sa , extrade ii sa , grupo modelo  sa , marcas modelo  sa
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Exhibit 99.6

Unaudited pro forma combined financial information to reflect Constellation Brands, Inc.’s

combined financial information as if the disposition of certain of Constellation Brands, Inc.’s

beer assets and liabilities and the related contribution of those assets and liabilities

to an equally owned joint venture occurred as of and for all periods presented.

On July 17, 2006, Barton Beers, Ltd., a Maryland corporation (“Barton”), an indirect wholly-owned subsidiary of Constellation Brands, Inc., a Delaware corporation (the “Company”), entered into an Agreement to Establish Joint Venture (the “Joint Venture Agreement”) with Diblo, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico (“Diblo”) that is a joint venture owned 76.75% by Grupo Modelo, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico (“Modelo”), and 23.25% by Anheuser-Busch, Inc., a Delaware corporation, pursuant to which Modelo’s Mexican beer portfolio will be sold and imported in the 50 states of the United States of America, the District of Columbia and Guam. The owner of the Tsingtao brand has agreed to transfer importing and selling rights with respect to that brand to the joint venture. In addition, the owner of the St. Pauli Girl brand has indicated that it intends to transfer importing and selling rights to that brand to the joint venture, and has authorized the joint venture to commence importation and sales of the St. Pauli Girl brand in the meantime. On January 2, 2007, the parties completed the closing (the “Closing”) of the transactions contemplated in the Joint Venture Agreement, as amended at Closing.

Pursuant to the Joint Venture Agreement, Barton established Crown Imports LLC, a wholly-owned subsidiary formed as a Delaware limited liability company (“LLC”), governed by a limited liability company agreement. On January 2, 2007, pursuant to a Barton Contribution Agreement, dated July 17, 2006, among Barton, Diblo and LLC (the “Barton Contribution Agreement”) Barton transferred to LLC substantially all of its assets relating to importing, marketing and selling beer under the Corona Extra, Corona Light, Coronita, Modelo Especial, Negra Modelo, Pacifico, St. Pauli Girl and Tsingtao brands and the liabilities associated therewith (collectively, the “Barton Contributed Net Assets”). At the Closing, GModelo Corporation, a Delaware corporation and subsidiary of Diblo (the “Modelo Party”), joined Barton as a member of LLC and, in exchange for a 50% membership interest in LLC, contributed cash in an amount equal to the Barton Contributed Net Assets, subject to specified adjustments.

Also on January 2, 2007, LLC and Extrade II S.A. de C.V. (“Extrade II”), an affiliate of Modelo, entered into an Importer Agreement pursuant to which Extrade II granted to LLC the exclusive right to sell Modelo’s Mexican beer portfolio in the territories mentioned above, and LLC and Marcas Modelo, S.A. de C.V. (“Marcas Modelo”), entered into a Sub-license Agreement pursuant to which Marcas Modelo granted LLC an exclusive sub-license to use certain trademarks related to Modelo’s Mexican beer portfolio within this territory.

As a result of these transactions, Barton and Diblo each have, directly or indirectly, equal interests in the joint venture. The importer agreement that previously gave Barton the right to import and sell Modelo’s Mexican beer portfolio primarily west of the Mississippi River was superseded by the transactions contemplated by the Joint Venture Agreement, as amended.

The following unaudited pro forma combined financial information of the Company consists of (i) an unaudited pro forma condensed combined balance sheet as of August 31, 2006 (the “Pro Forma Balance Sheet”), (ii) an unaudited pro forma combined statement of income for the year ended February 28, 2006, (iii) an unaudited pro forma combined statement of income for the six months ended August 31, 2006 (collectively, the “Pro Forma Statements of Income”), and (iv) notes to the unaudited pro forma statements (collectively, the “Pro Forma Statements”).


The Pro Forma Balance Sheet as of August 31, 2006, reflects (i) the contribution of the Barton Contributed Net Assets to the joint venture at historical cost and (ii) the recording of Barton’s 50% interest in the joint venture as if the transactions had occurred on August 31, 2006. The Pro Forma Statements of Income for the year ended February 28, 2006, and the six months ended August 31, 2006, reflect (i) the disposition of the Barton beer business, which is being contributed by Barton to the joint venture, (ii) Barton’s equity in earnings of the joint venture as described in the paragraph below, and (iii) the present ongoing operations of the Company, as if the transactions had occurred on March 1, 2005.

The Joint Venture Agreement, as amended, contemplates that both Barton and Diblo contribute assets of equal value and certain of the arrangements pursuant to the Joint Venture Agreement, as amended, are structured with the intent and expectation that Barton would maintain its historical profit levels related to the selling of imported beer products in the United States. The contribution by the Modelo Party to acquire a 50% interest in the joint venture does not constitute the acquisition of a business by the Company as defined by Rule 11-01(d) of Regulation S-X. Therefore, in accordance with requirements of Rule 11-02(b) of Regulation S-X, the pro forma adjustment to equity in earnings of equity method investees for the periods presented reflects only 50% of the historical results of operations of the contribut


 
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