SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
22, 2006 (December 21, 2006)
(Exact name of registrant as specified in its charter)
|(State or other
|850 Dixie Highway, Louisville, Kentucky
|(Address of principal executive offices)
Registrants 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
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On December 21, 2006, Brown-Forman Corporation (Brown-Forman) entered into a Bridge Credit
Agreement dated as of such date with certain lender parties thereto, JPMorgan Chase Bank, N.A., as
Syndication Agent, Citibank North America, Inc., as Documentation Agent, Bank of America, N.A., as
Administrative Agent and Banc of America Securities LLC, J.P. Morgan Securities Inc. and Citigroup
Global Markets Inc. as Joint Lead Arrangers and Joint Bookrunners (the Bridge Credit Agreement).
The Bridge Credit Agreement may be used to provide liquidity with respect to the commercial paper
that the corporation expects to issue in connection with the acquisition of Grupo Industrial
Herradura (as defined under Item 7.01 below) and, if necessary, to fund such acquisition. The
Bridge Credit Agreement provides an $800 million, 364-day credit commitment, subject to earlier
maturity upon the incurrence by Brown-Forman of certain types of indebtedness. It allows
Brown-Forman to borrow funds on an unsecured basis, with all such borrowings due to be repaid no
later than December 20, 2007. Brown-Forman may prepay loans made under the agreement at any time
without premium or penalty (except certain lender breakage fees and redeployment costs, if any).
Borrowings under the Bridge Credit Agreement will bear interest at one of two floating rates
selected by Brown-Forman, which will be either (i) a base rate equal to the higher of a reference
prime rate or the federal funds rate plus 0.50%; or (ii) a LIBOR rate plus a spread ranging from
0.17% to 0.43%. The applicable spread will be determined on the basis of the corporations debt
ratings by S&P and Moodys from time to time in effect, which ratings are also used in determining
the applicable facility fee, which may range from 0.03% to 0.07% of aggregate commitments. The
Bridge Credit Agreement contains conditions to funding, representations and warranties, affirmative
covenants and negative covenants that are customary for these types of facilities, including a
covenant requiring that the corporation maintain a ratio of consolidated total debt to consolidated
net worth, as such terms are defined therein, of not more than 2.0 to 1.0.
The foregoing description of the Bridge Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit
10.1 hereto and is incorporated into this report by reference.
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth in Item 1.01 above with respect to the Bridge Credit Agreement is
incorporated by reference into this Item 2.03.
REGULATION FD DISCLOSURE
On December 21, 2006, Brown-Forman
issued a press release regarding its entrance into the
First Amendment (the Amendment) to the Asset Purchase Agreement dated as of August 25, 2006 among
Jose Guillermo Romo de la Pena, Luis Pedro Pablo Romo de la Pena, Grupo Industrial Herradura, S.A.
de C.V. (Grupo Industrial Herradura), certain of their respective affiliates, Brown-Forman and
Brown-Forman Tequila Mexico, S. de R.L. de C.V., a subsidiary of Brown-Forman (the Purchase
Agreement). The Amendment extends the date beginning on which a party may terminate the Purchase
Agreement for failure of the transaction to close. Under the original agreement, this date was the
120th day after such Purchase
Agreement was signed. Such date has
been extended until January 11, 2007, the date on which Brown-Forman now expects the
transaction to close. A copy of the press release is furnished herewith as Exhibit 10.2.
FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
10.1 Bridge Credit Agreement, dated as of December 21, 2006, among Brown-Forman
Corporation, as the Borrower, certain lenders party hereto, JPMorgan Chase Bank, N.A., as
Syndication Agent, Citibank North America, Inc. as Documentation Agent, Bank of America,
N.A., as Administrative Agent and Banc of America Securities LLC, J.P. Morgan Securities
Inc. and Citigroup Global Markets Inc. as Joint Lead Arrangers and Joint Bookrunners.
release dated December 21, 2006