Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

 

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 29, 2022

(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).

 

 

 

CUSIP No. 901164		SCHEDULE 13D		Page 2 of 19

 

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   OO
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   59,683,716
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   59,683,716

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   59,683,716
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.0%
14		TYPE OF REPORTING PERSON   PN

CUSIP No. 901164		SCHEDULE 13D		Page 3 of 19

 

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   OO
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   59,683,716
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   59,683,716

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   59,683,716
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.0%
14		TYPE OF REPORTING PERSON   CO

CUSIP No. 901164		SCHEDULE 13D		Page 4 of 19

 

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   OO
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   59,683,716
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   59,683,716

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   59,683,716
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.0%
14		TYPE OF REPORTING PERSON   HC and CO

CUSIP No. 901164		SCHEDULE 13D		Page 5 of 19

 

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   OO
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   59,683,716
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   59,683,716

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   59,683,716
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.0%
14		TYPE OF REPORTING PERSON   HC and CO

CUSIP No. 901164		SCHEDULE 13D		Page 6 of 19

 

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   OO
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   59,683,716
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   59,683,716

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   59,683,716
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.0%
14		TYPE OF REPORTING PERSON   HC and CO

CUSIP No. 901164		SCHEDULE 13D		Page 7 of 19

 

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   OO
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   303,929,169
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   303,929,169

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   303,929,169
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   50.7%
14		TYPE OF REPORTING PERSON   HC and CO

This Amendment No. 7 (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, 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 and CBG Holdings LLC (CBG), (ii) Amendment No. 2 filed on November 2, 2018 (the Second Amendment) by CBG and Constellation, (iii) Amendment No. 3 filed on December 3, 2018 (the Third Amendment) by the Reporting Persons, (iv) Amendment No. 4 filed on July 3, 2019 (the Fourth Amendment) by the Reporting Persons and CBG; (v) Amendment No. 5 filed on May 4, 2020 (the Fifth Amendment) by the Reporting Persons; and (vi) Amendment No. 6 filed on April 29, 2021 (the Sixth Amendment and together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Initial Schedule 13D, the Schedule 13D) by the Reporting Persons, CBG, Greenstar II LLC (GII), and Greenstar II Holdings LLC (GIIH).

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)    Current information concerning the identity and background of each executive officer and director of CBG, GII, GIIH, 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.

Paragraphs (d) - (e) of Item 2 of the Schedule 13D is hereby revised and supplemented with the following:

(d) (e) None of the Reporting Persons or, to the best knowledge of Greenstar LP, any of the Covered Persons has, during the past five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby revised and supplemented with the following:

As described below in Item 4, Greenstar LP will exchange C$100 million principal amount of the Issuers 4.25% Convertible Senior Notes due 2023 (the Notes) for Common Shares of the Issuer.

 

Page 8 of 19

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby revised and supplemented with the following:

Greenstar LP entered into an Exchange Agreement, dated June 29, 2022 (the Exchange Agreement), with Canopy, pursuant to which Greenstar LP agreed to exchange C$100 million principal amount of Notes for Common Shares of Canopy (other than in respect of accrued but unpaid interest which will be paid in cash). The final number of Common Shares issuable to Greenstar LP will be calculated based on the volume-weighted average trading price of the Common Shares on the Nasdaq Global Select Market for a 10-day period beginning on and including June 30, 2022 (the Exchange Price), provided that the Exchange Price will not be less than $2.50 (the Low Exchange Price) or more than $3.50 (the High Exchange Price). As the Exchange Price is not yet known, the actual number of Common Shares issuable to Greenstar LP pursuant to the Exchange Agreement is not yet known. However, assuming the Low Exchange Price and current exchange rates, Greenstar LP would receive an aggregate of 30,701,880 Common Shares, representing approximately 7.6% of the issued and outstanding Common Shares as of June 29, 2022. Assuming the High Exchange Price and current exchange rates, Greenstar LP would receive an aggregate of 21,929,914 Common Shares, representing approximately 5.4% of the issued outstanding Common Shares as of June 29, 2022.

Following the completion of the exchange contemplated by the Exchange Agreement (including the issuance of additional Common Shares to all other exchanging holders of the Notes) Greenstar LP would hold 68,455,682 Common Shares (representing approximately 14.2% of the then issued and outstanding Common Shares) at the Low Exchange Price and 59,683,716 Common Shares (representing approximately 13.0% of the then issued and outstanding Common Shares) at the High Exchange Price.

Greenstar LP will continue to hold C$100 million principal amount of Notes, however, the terms of the Notes were amended on June 29, 2022 to remove the conversion feature of the Notes by Canopy irrevocably surrendering its right to settle the conversion of any Note by the issuance of Common Shares or a combination of cash and Common Shares. As a result, the conversion of any Note after June 29, 2022 will be settled in cash.

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.

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) Greenstar LP has direct beneficial ownership of 59,683,716 Common Shares (including the 21,929,914 Common Shares that will be issued to Greenstar LP upon closing of the exchange contemplated by the Exchange Agreement at the High Exchange Price), representing approximately 13.0% of the issued and outstanding Common Shares of the Issuer as of June 29, 2022, as provided to the Reporting Persons by the Issuer (plus (i) 21,929,914 Common Shares that will be issued to Greenstar LP upon closing of the exchange contemplated by the Exchange Agreement at the High Exchange Price, and (ii) 34,073,165 Common Shares that were issued to other holders of Notes that also entered into exchange agreements with the Issuer to exchange their Notes for Common Shares). To the extent Greenstar LP receives more than 21,929,914 Common Shares upon completion of the exchange contemplated by the Exchange Agreement and such additional Common Shares represents a material change, Greenstar LP and the other Reporting Persons will file an amendment to the Schedule 13D. GCIC is the general partner of Greenstar LP and is wholly-owned by Constellation Brands Canada Holdings ULC, which in turn is wholly-owned by Constellation Capital LLC, which in turn is wholly-owned by Constellation International Holdings Limited, which in turn is wholly-owned by Constellation.

Except as set forth in the Schedule 13D, to the best knowledge of the Reporting Persons and other than

 

Page 9 of 19

as previously disclosed, the Covered Persons do not beneficially own any Common Shares as of June 30, 2022 other than Judy A. Schmeling, who holds 34,593 Common Shares which were acquired following the vesting of restricted stock units acquired as compensation for her position as a director of the Issuer, including 13,393 restricted stock units acquired on June 30, 2022, and restricted stock units convertible into 26,786 Common Shares, which were acquired on June 8, 2022 as compensation for her position as a director of the Issuer and that vest in two equal installments on September 30, 2022 and December 31, 2022. 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.

Except as set forth herein, 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 30, 2022 other than the grant of the restricted stock units to Ms. Schmeling on June 8, 2022 or the vesting of the restricted stock units granted to Ms. Schmeling on June 30, 2022.

The aggregate percentage of Common Shares reported owned by the Reporting Persons is based upon 403,135,499 Common Shares outstanding, which is the total number of Common Shares outstanding as of June 29, 2022, as provided to the Reporting Persons by the Issuer, plus (i) in the case of Constellation 139,745,453 Common Shares underlying the warrants held by CBG 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, and (ii) in the case of Greenstar LP, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation (A) 21,929,914 Common Shares that will be issued to Greenstar LP upon closing of the exchange contemplated by the Exchange Agreement at the High Exchange Price 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, and (B) 34,073,165 Common Shares that were issued to other holders of Notes that also entered into exchange agreements with the Issuer to exchange their Notes for Common Shares.

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, Greenstar LP and the Issuer entered into the Exchange Agreement (which is described in Item 4) on June 29, 2022. 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 1, 2022.
Exhibit 99.2		Exchange Agreement, dated June 29, 2022, between Greenstar Canada Investment Limited Partnership and Canopy GrowthCorporation.

 

Page 10 of 19

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 1, 2022

 

Annex A

The following is a list, as of June 30, 2022, of the executive officers and directors of each of CBG Holdings LLC, Greenstar II LLC, Greenstar II 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
Kenneth W. Metz		President		207 High Point Drive, Building 100, Victor, New York 14564		US
Michael Becka		Vice President		131 S. Dearborn Street, Chicago, Illinois 60603		US
Oksana S. Dominach		Vice President and Treasurer		207 High Point Drive, Building 100, Victor, New York 14564		US
Michael Reitz		Vice President and Assistant Treasurer		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
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

Directors of CBG Holdings LLC:

 

Name		Position		Business Address		Citizenship
James O. Bourdeau		Executive Vice President, Chief Legal Officer and Secretary of Constellation Brands, Inc.		207 High Point Drive, Building 100, Victor, New York 14564		US

Executive Officers of Greenstar II LLC:

 

Name		Position		Business Address		Citizenship
Garth Hankinson		President		207 High Point Drive, Building 100, Victor, New York 14564		US
Kenneth W. Metz		Vice President		207 High Point Drive, Building 100, Victor, New York 14564		US
Michael Becka		Vice President		131 S. Dearborn Street, Chicago, Illinois 60603		US
Oksana S. Dominach		Vice President and Treasurer		207 High Point Drive, Building 100, Victor, New York 14564		US
Michael Reitz		Vice President and Assistant Treasurer		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
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

Directors of Greenstar II LLC:

 

Name		Position		Business Address		Citizenship
James O. Bourdeau		Executive Vice President, Chief Legal Officer and Secretary of Constellation Brands, Inc.		207 High Point Drive, Building 100, Victor, New York 14564		US
Garth Hankinson		Executive Vice President and Chief Financial Officer of Constellation Brands, Inc.		207 High Point Drive, Building 100, Victor, New York 14564		US
Oksana S. Dominach		Senior Vice President and Treasurer of Constellation Brands, Inc.		207 High Point Drive, Building 100, Victor, New York 14564		US

Executive Officers of Greenstar II Holdings LLC:

 

Name		Position		Business Address		Citizenship
Garth Hankinson		President		207 High Point Drive, Building 100, Victor, New York 14564		US
Kenneth W. Metz		Vice President		207 High Point Drive, Building 100, Victor, New York 14564		US
Michael Becka		Vice President		131 S. Dearborn Street, Chicago, Illinois 60603		US
Oksana S. Dominach		Vice President and Treasurer		207 High Point Drive, Building 100, Victor, New York 14564		US
Michael Reitz		Vice President and Assistant Treasurer		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
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

Directors of Greenstar II Holdings LLC:

 

Name		Position		Business Address		Citizenship
James O. Bourdeau		Executive Vice President, Chief Legal Officer and Secretary of Constellation Brands, Inc.		207 High Point Drive, Building 100, Victor, New York 14564		US
Garth Hankinson		Executive Vice President and Chief Financial Officer of Constellation Brands, Inc.		207 High Point Drive, Building 100, Victor, New York 14564		US
Oksana S. Dominach		Senior Vice President and Treasurer 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
Kenneth W. Metz		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
Timothy D. Robins		Vice President		207 High Point Drive, Building 100, Victor, New York 14564		US
Brian S. Bennett		Secretary		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, Chief Legal Officer and Secretary of Constellation Brands, Inc.		207 High Point Drive, Building 100, Victor, New York 14564		US
Kenneth W. Metz		Senior Vice President and Controller of Constellation Brands, Inc.		207 High Point Drive, Building 100, Victor, New York 14564		US
Oksana S. Dominach		Senior Vice President and Treasurer 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
Kenneth W. Metz		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
Timothy D. Robins		Vice President		207 High Point Drive, Building 100, Victor, New York 14564		US
Brian S. Bennett		Secretary		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
Timothy D. Robins		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
Garth Hankinson		President		207 High Point Drive, Building 100, Victor, New York 14564		US
Michael Becka		Vice President		131 S. Dearborn Street, Chicago, Illinois 60603		US
Oksana S. Dominach		Vice President and Treasurer		207 High Point Drive, Building 100, Victor, New York 14564		US
Kenneth W. Metz		Vice President		207 High Point Drive, Building 100, Victor, New York 14564		US
Michael Reitz		Vice President and Assistant Treasurer		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
Barbara J. LaVerdi		Secretary and Assistant Treasurer		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, Chief Legal Officer and Secretary of Constellation Brands, Inc.		207 High Point Drive, Building 100, Victor, New York 14564		US
Garth Hankinson		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
James A. Sabia, Jr.		President		131 S. Dearborn Street, Chicago, Illinois 60603		US
Garth Hankinson		Executive Vice President		207 High Point Drive, Building 100, Victor, New York 14564		US
Robert L. Hanson		Executive Vice President		101 Mission Street, San Francisco, California 94105		US
Michael Becka		Vice President		131 S. Dearborn Street, Chicago, Illinois 60603		US
Oksana S. Dominach		Vice President and Treasurer		207 High Point Drive, Building 100, Victor, New York 14564		US
Thomas M. McCorry		Vice President and Assistant Treasurer		207 High Point Drive, Building 100, Victor, New York 14564		US
Kenneth W. Metz		Vice President		207 High Point Drive, Building 100, Victor, New York 14564		US
Michael Reitz		Vice President and Assistant Treasurer		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
Barbara J. LaVerdi		Secretary and Assistant Treasurer		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, Chief Legal Officer and Secretary of Constellation Brands, Inc.		207 High Point Drive, Building 100, Victor, New York 14564		US
James A. Sabia, Jr.		Executive Vice President and President, Beer Division of Constellation Brands, Inc.		131 S. Dearborn Street, Chicago, Illinois 60603		US
Garth Hankinson		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		Executive Chairman of the Board		207 High Point Drive, Building 100, Victor, New York 14564		US
Richard Sands		Executive Vice Chairman of the Board		207 High Point Drive, Building 100, Victor, New York 14564		US
Garth Hankinson		Executive Vice President and Chief Financial Officer		207 High Point Drive, Building 100, Victor, New York 14564		US
James O. Bourdeau		Executive Vice President, Chief Legal Officer and Secretary		207 High Point Drive, Building 100, Victor, New York 14564		US
K. Kristann Carey		Executive Vice President and Chief Human Resources Officer		131 S. Dearborn Street, Chicago, Illinois 60603		US
James A. Sabia, Jr.		Executive Vice President and President, Beer Division		131 S. Dearborn Street, Chicago, Illinois 60603		US
Robert L. Hanson		Executive Vice President and President, Wine & Spirits Division		101 Mission Street, San Francisco, California 94105		US
Michael McGrew		Executive Vice President and Chief Communications, CSR and Diversity Officer		131 S. Dearborn Street, Chicago, Illinois 60603		US
Mallika Monteiro		Executive Vice President and Chief Growth, Strategy and Digital Officer		131 S. Dearborn Street, Chicago, Illinois 60603		US

Directors of Constellation Brands, Inc.:

 

Name		Principal Occupation or Employment		Business Address		Citizenship
Christy Clark		Senior Advisor, Bennett Jones LLP		207 High Point Drive, Building 100, Victor, New York 14564		Canada
Jennifer M. Daniels		Chief Legal Officer and Secretary of Colgate-Palmolive Company		207 High Point Drive, Building 100, Victor, New York 14564		US
Nicholas I. Fink		Chief Executive Officer of Fortune Brands Home & Security, Inc.		207 High Point Drive, Building 100, Victor, New York 14564		US
Jeremy S. G. Fowden		Chairman of the Board of Primo Water Corporation		207 High Point Drive, Building 100, Victor, New York 14564		United Kingdom
Ernesto M. Hernandez		Former 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		Chief Marketing Officer of Prudential, 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		Former President and Chief Executive Officer of Frontier Communications Corporation		207 High Point Drive, Building 100, Victor, New York 14564		US
Jose Manuel Madero Garza		Independent Business Consultant and Former Chief Executive Officer of Grupo Bepensa		207 High Point Drive, Building 100, Victor, New York 14564		Mexico
William A. Newlands		President and Chief Executive Officer of Constellation Brands, Inc.		131 S. Dearborn Street, Chicago, Illinois 60603		US
Richard Sands		Executive Vice Chairman of the Board of Constellation Brands, Inc.		207 High Point Drive, Building 100, Victor, New York 14564		US
Robert Sands		Executive 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