Constellation Brands plan to eliminate Class B stock would boost Class A shares outstanding by about 14%

Constellation Brands Inc. said Thursday it will seek shareholder approval to eliminate its higher-vote Class B shares, which would end the associated voting control of the Sands Family and simplify the equity capital structure. Class B shares entitle holders to 10 votes per share, while Class A shares represent one share. Class B shares are currently principally held by members of the Sands family, giving them the majority of the voting power held by all shareholders. The beer, wine and spirits company said as part of the proposed plan to eliminate Class B shares, each Class B share will be converted into the right to receive one Class A share plus cash of $64.64 per Class B share, for a total cost of $1.5 billion. As of April 14, there were 162.76 million Class A shares outstanding and 23.2 million Class B shares, meaning the elimination of Class B shares would boost the Class A shares outstanding by about 14.3%. The proposal’s announcement came after the company reported fiscal first-quarter profit and sales that beat expectations. The stock, which dropped 6.4% in premarket trading, has slipped 2.9% year to date through Wednesday, while the S&P 500 has dropped 19.9%.

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