Sec Form 13D Filing - Greenstar Canada Investment Limited Partnership filing for CANOPY GROWTH CORP COM (CGC) - 2023-11-03

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

 

 

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)

November 1, 2023

(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 person’s 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).

 

 

 


Page 2

SCHEDULE 13D

CUSIP No. 901164

 

 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

 

 66,999,258

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOS ITIVE POWER

 

 66,999,258

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 66,999,258

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☒

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 8.1%

14  

 TYPE OF REPORTING PERSON

 

 PN

 


Page 3

SCHEDULE 13D

CUSIP No. 901164

 

 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

 

 66,999,258

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 66,999,258

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 66,999,258

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☒

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 8.1%

14  

 TYPE OF REPORTING PERSON

 

 CO

 


Page 4

SCHEDULE 13D

CUSIP No. 901164

 

 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

 

 66,999,258

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 66,999,258

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 66,999,258

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☒

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 8.1%

14  

 TYPE OF REPORTING PERSON

 

 HC and CO

 


Page 5

SCHEDULE 13D

CUSIP No. 901164

 

 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

 

 66,999,258

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 66,999,258

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 66,999,258

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☒

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 8.1%

14  

 TYPE OF REPORTING PERSON

 

 HC and CO

 


Page 6

SCHEDULE 13D

CUSIP No. 901164

 

 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

 

 66,999,258

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 66,999,258

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 66,999,258

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☒

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 8.1%

14  

 TYPE OF REPORTING PERSON

 

 HC and CO

 


Page 7

SCHEDULE 13D

CUSIP No. 901164

 

 1   

 NAME OF REPORTING PERSONS

 

 CBG Holdings 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

 

 104,500,000

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 104,500,000

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 104,500,000

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☒

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 12.6%

14  

 TYPE OF REPORTING PERSON

 

 CO

 


Page 8

SCHEDULE 13D

CUSIP No. 901164

 

 1   

 NAME OF REPORTING PERSONS

 

 Greenstar II 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

 

 104,500,000

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 104,500,000

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 104,500,000

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☒

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 12.6%

14  

 TYPE OF REPORTING PERSON

 

 HC and CO


Page 9

SCHEDULE 13D

CUSIP No. 901164

 

 1   

 NAME OF REPORTING PERSONS

 

 Greenstar II Holdings 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

 

 104,500,000

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 104,500,000

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 104,500,000

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☒

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 12.6%

14  

 TYPE OF REPORTING PERSON

 

 HC and CO


Page 10

SCHEDULE 13D

CUSIP No. 901164

 

 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

 

 171,499,258

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 171,499,258

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 171,499,258

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☒

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.7%

14  

 TYPE OF REPORTING PERSON

 

 HC and CO


This Amendment No. 12 (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 (“CIHL”), CBG Holdings LLC (“CBG”), Greenstar II LLC (“GII”), Greenstar II Holdings LLC (“GIIH”), 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, CIHL 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 (other than GII and GIIH), (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 (other than CBG, GII and GIIH), (iv) Amendment No. 4 filed on July 3, 2019 (the “Fourth Amendment”) by the Reporting Persons (other than GII and GIIH); (v) Amendment No. 5 filed on May 4, 2020 (the “Fifth Amendment”) by the Reporting Persons (other than CBG, GII and GIIH); (vi) Amendment No. 6 filed on April 29, 2021 (the “Sixth Amendment”) by the CBG, GII, GIIH and Constellation; (vii) Amendment No. 7 filed on July 1, 2022 (the “Seventh Amendment”) by the Reporting Persons (other than CBG, GII and GIIH); (viii) Amendment No. 8 filed on July 19, 2022 (the “Eighth Amendment”) by the Reporting Persons (other than CBG, GII and GIIH); (ix) Amendment No. 9 filed on October 26, 2022 (the “Ninth Amendment”) by the Reporting Persons; (x) Amendment No. 10 filed on April 17, 2023 (the “Tenth Amendment”) by the Reporting Persons; and (xi) Amendment No. 11 filed on July 20, 2023 (the “Eleventh Amendment,” and together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment and the Initial Schedule 13D, the “Schedule 13D”) by the Reporting Persons.

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, CIHL 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 CBG and 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.

 

Page 11


Item 4. Purpose of Transaction.

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

As previously disclosed, CBG had direct beneficial ownership of 88,472,861 Modified Tranche A Warrants exercisable at a price of C$50.40 per Common Share, and has direct beneficial ownership of (i) 38,454,444 Modified Tranche B Warrants exercisable upon the exercise, in full, of the Modified Tranche A Warrants, at an exercise price of C$76.68 per share, and (ii) 12,818,148 Tranche C Warrants exercisable upon the exercise, in full, of the Modified Tranche A Warrants, at an exercise price based on the five-day volume-weighted trading price of the Issuer’s common shares on the Toronto Stock Exchange immediately prior to exercise. The Modified Tranche B Warrants and the Tranche C Warrants have an expiration date of November 1, 2026.

CBG did not exercise the Modified Tranche A Warrants and they expired, in accordance with their terms, on November 1, 2023. Since the vesting of the Modified Tranche B Warrants and the Tranche C Warrants is conditioned on the exercise, in full, of the Modified Tranche A Warrants, the Modified Tranche B Warrants and the Tranche C Warrants are not, and will not become, exercisable. Consequently, CBG no longer has beneficial ownership, within the meaning of such term in Rule 13d-3 under the Exchange Act, of the Common Shares underlying the Modified Tranche B Warrants and the Tranche C Warrants.

Except as previously disclosed in the Schedule 13D or 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 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 and industry conditions and other available investment opportunities. Depending on market conditions, general economic and industry conditions, the Issuer’s 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 66,999,258 Common Shares, representing approximately 8.1% of the issued and outstanding Common Shares of the Issuer as of November 1, 2023. 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 CIHL, which in turn is wholly-owned by Constellation.

CBG has direct beneficial ownership of 104,500,000 Common Shares of the Issuer, representing approximately 12.6% of the issued and outstanding Common Shares of the Issuer as of November 1, 2023. CBG is wholly-owned by GII, which in turn is wholly-owned by GIIH, which in turn is wholly-owned by Constellation.

In the aggregate, Constellation has indirect beneficial ownership of 171,499,258 Common Shares of the Issuer, representing approximately 20.7% of the issued and outstanding Common Shares of the Issuer as of November 1, 2023.

Except as set forth in the Schedule 13D, to the best knowledge of the Reporting Persons and other than as previously disclosed, the Covered Persons do not beneficially own any Common Shares as of November 1, 2023, other than Judy A. Schmeling, who holds 137,684 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 81,745 Common Shares acquired on August 31, 2023 from the vesting of restricted stock units, net of Common Shares disposed of to satisfy tax obligations in connection with the August 31, 2023 vesting, and restricted stock units convertible into 301,338 Common Shares, which were acquired on August 22, 2023 as compensation for her position as a director of the Issuer. The Reporting Persons disclaim beneficial ownership of each Covered Person’s Common Shares and such Common Shares are excluded from the aggregate amounts reported by the Reporting Persons in this Amendment and Schedule 13D.

 

Page 12


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 in the 60-day period ended November 1, 2023.

The aggregate percentage of Common Shares reported owned by the Reporting Persons is based upon 829,083,667 Common Shares outstanding, which is the total number of Common Shares outstanding as of November 1, 2023, as provided to the Reporting Persons by the Issuer.

Item 7. Material to Be Filed as Exhibits.

 

Exhibit 99.1    Joint Filing Agreement among the Reporting Persons dated November 3, 2023.

 

Page 13


Signature

After reasonable inquiry and to the best of the undersigned’s knowledge and belief I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 3, 2023     CBG Holdings LLC
    By:  

/s/ Kenneth W. Metz

    Name:   Kenneth W. Metz
      Title: President
    Greenstar II LLC
    By:  

/s/ Oksana S. Dominach

    Name:   Oksana S. Dominach
      Title: Vice President and Treasurer
    Greenstar II Holdings LLC
    By:  

/s/ Oksana S. Dominach

    Name:   Oksana S. Dominach
      Title: Vice President and Treasurer
    Greenstar Canada Investment Limited Partnership
    By:   Greenstar Canada Investment Corporation, its general partner
    By:  

/s/ Kenneth W. Metz

    Name:   Kenneth W. Metz
    Title:   President
    Greenstar Canada Investment Corporation
    By:  

/s/ Kenneth W. Metz

    Name:   Kenneth W. Metz
    Title:   President
    Constellation Brands Canada Holdings ULC
    By:  

/s/ Kenneth W. Metz

    Name:   Kenneth W. Metz
    Title:   President
    Constellation Capital LLC
    By:  

/s/ Oksana S. Dominach

    Name:   Oksana S. Dominach
    Title:   Vice President and Treasurer


Constellation International Holdings Limited
By:  

/s/ Oksana S. Dominach

Name:   Oksana S. Dominach
Title:   Vice President and Treasurer
Constellation Brands, Inc.
By:  

/s/ James O. Bourdeau

Name:   James O. Bourdeau
Title:   Executive Vice President, Chief Legal Officer and Secretary


Annex A

The following is a list, as of November 1, 2023, 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
Jeffrey H. LaBarge    Vice President and Assistant Secretary    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 Yo rk 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 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
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
Jeffrey H. LaBarge    Vice President and Assistant Secretary    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
Brian S. Bennett    Secretary    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
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
Jeffrey H. LaBarge    Vice President and Assistant Secretary    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
Brian S. Bennett    Secretary    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
Oksana S. Dominach    Senior Vice President and Treasurer of Constellation Brands, Inc.    207 High Point Drive, Building 100, Victor, New York 14564    US
Kenneth W. Metz    Senior Vice President, Finance, Wine & Spirits Division 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
Brian S. Bennett    Secretary    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
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 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
Brian S. Bennett    Secretary    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
Oksana S. Dominach    Senior Vice President and Treasurer 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


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
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
Garth Hankinson    Executive Vice President and Chief Financial Officer    207 High Point Drive, Building 100, Victor, New York 14564    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 Innovations, Inc.    207 High Point Drive, Building 100, Victor, New York 14564    US
William T. Giles    Former Chief Financial Officer and Executive Vice President of AutoZone, Inc.    207 High Point Drive, Building 100, Victor, New York 14564    US
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
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; Interim Chair of the Board of Constellation Brands, Inc.    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    Non-Management Director of Constellation Brands, Inc.    207 High Point Drive, Building 100, Victor, New York 14564    US
Robert Sands    Non-Management Director 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 HSN’s Cornerstone Brands    207 High Point Drive, Building 100, Victor, New York 14564    US
Luca Zaramella    Executive Vice President, Chief Financial Officer of Mondelēz International    207 High Point Drive, Building 100, Victor, New York 14564    Italy