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
