UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): March 21, 2006 (March 15, 2006)
Brown-Forman Corporation
(Exact name of registrant as specified in its charter)
Delaware 002-26821 61-0143150
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
850 Dixie Highway, Louisville, Kentucky 40210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (502) 585-1100
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into A Material Definitive Agreement
On March 15, 2006, Brown-Forman Corporation (the "Company") entered into a
definitive asset purchase agreement with Chatam International Incorporated
("Chatam"), Charles Jacquin et Cie, Inc. ("Charles Jacquin") and N.J. "Sky"
Cooper, John A. Cooper and Robert J. Cooper. Concurrently, the Company also
entered into a related definitive stock purchase agreement with Chatam, Charles
Jacquin, Chambord et. Cie SARL, R&J Liqueurs EURL and those same individuals.
These agreements provide for the purchase of the Chambord brand and related
assets, including an entity that will hold and operate the Chambord business in
France, for an aggregate purchase price of $255 million in cash plus the
assumption of selected liabilities, with the cash consideration subject to
adjustment as described below.
The proposed acquisition, which is expected to close in the Company's first
quarter of the fiscal year ending April 30, 2007, is subject to customary
closing conditions, including the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, receipt of other regulatory approvals and licenses and the
consummation of the contribution of the Chambord business in France to the
entity that the Company will acquire under the stock purchase agreement. The
definitive agreements include customary representations, warranties, covenants
and mutual indemnification obligations, including an escrow for the benefit of
the Company of $50 million of the aggregate purchase price for an eighteen-month
period after the closing of the acquisition. In addition, the definitive
agreements may be terminated upon the occurrence of certain events, including
the failure to consummate the proposed acquisition by September 30, 2006 subject
to certain conditions. The aggregate purchase price is subject to adjustment in
several circumstances. Under the asset purchase agreement, the consideration
payable will be adjusted based on the closing inventory included in the
purchased assets. Under the stock purchase agreement, the consideration payable
will be adjusted based on the closing working capital and net debt levels of the
company to be acquired.
The proposed acquisition is anticipated to be financed using available cash and
borrowings under the Company's credit facility with its senior lenders.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Brown-Forman Corporation
(Registrant)
Date: March 21, 2006 By: /s/ Nelea A. Absher
Nelea A. Absher
Vice President and Assistant
Corporate Secretary