UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13E-3

Rule 13e-3 Transaction Statement under Section 13(e)

of the Securities Exchange Act of 1934

 

 

CONSTELLATION BRANDS, INC.

(Name of Issuer)

 

 

Constellation Brands, Inc.

Richard Sands

Robert Sands

Abigail Bennett

Zachary Stern

RES Master LLC

RSS Master LLC

Astra Legacy LLC

WildStar Partners LLC

RES Business Holdings LP

SER Business Holdings LP

RHT 2015 Business Holdings LP

RSS Business Holdings LP

SSR Business Holdings LP

RSS 2015 Business Holding LP

RCT 2015 Business Holdings LP

RCT 2020 Investments LLC

A&Z 2015 Business Holdings LP

MAS Business Holdings LP

NSDT 2009 STZ LLC

NSDT 2011 STZ LLC

RSS Business Management LLC

SSR Business Management LLC

LES Lauren Holdings LLC

MES Mackenzie Holdings LLC

The Marilyn Sands Master Trust

Sands Family Foundation

(Name of Persons Filing Statement)

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

Class B Common Stock 21036P 20 7

(CUSIP Number of Class of Securities)

 

 

James O. Bourdeau, Esq.

Executive Vice President and Chief Legal Officer

207 High Point Drive, Building 100

Victor, New York 14564

(585) 678-7100

 

WildStar Partners LLC

110 E. Atlantic Ave., Suite 200

Delray Beach, FL 33444

(585) 678-7344

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

 

With a copy to:

Carlo Zenkner

Jennifer L. Lee

601 Lexington Avenue

Kirkland & Ellis LLP

New York, New York 10022

(212) 446-4800

 

David M. Silk

Victor Goldfeld

51 West 52nd Street

Wachtell, Lipton, Rosen & Katz

New York, New York 10019

(212) 403-1000

 

This statement is filed in connection with (check the appropriate box):

 

 

The filing of solicitation materials on an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

 

 

The filing of a registration statement under the Securities Act of 1933.

 

 

A tender offer.

 

 

None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

 

 

 


Introduction

This Transaction Statement on Schedule 13E-3, together with the exhibits thereto (the “Transaction Statement”), is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), by Constellation Brands, Inc. (the “Company”) and Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, RES Master LLC, RSS Master LLC, Astra Legacy LLC, WildStar Partners LLC, RES Business Holdings LP, SER Business Holdings LP, RHT 2015 Business Holdings LP, RSS Business Holdings LP, SSR Business Holdings LP, RSS 2015 Business Holding LP, RCT 2015 Business Holdings LP, RCT 2020 Investments LLC, A&Z 2015 Business Holdings LP, MAS Business Holdings LP, NSDT 2009 STZ LLC, NSDT 2011 STZ LLC, RSS Business Management LLC, SSR Business Management LLC, LES Lauren Holdings LLC, MES Mackenzie Holdings LLC, The Marilyn Sands Master Trust and the Sands Family Foundation (collectively, the “Sands Family Stockholders”).

On June 30, 2022, the Company announced a proposed reclassification (the “Reclassification”) of the Class B common stock, par value $0.01 per share, of the Company (the “Class B Common Stock”). Under the terms of the Reclassification, assuming no adjustment to the mix of consideration in accordance with the terms of the Reclassification Agreement (as defined below) and the Amended and Restated Charter (as defined below), each share of Class B Common Stock will be reclassified and converted into one validly issued, fully paid and non-assessable share of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”) and the right to receive a cash payment of $64.64, without interest. The Company’s restated certificate of incorporation, as amended to date, will be amended and restated in the form attached as Annex A to the Proxy Statement/Prospectus (as defined below) (the “Amended and Restated Charter”) in order to effectuate the Reclassification. In evaluating the Reclassification, the board of directors of the Company (the “Board of Directors”) established a special committee of the Board of Directors, comprised of Jennifer M. Daniels, Jeremy S. G. Fowden, Jose Manuel Madero Garza, and Daniel J. McCarthy, each of whom is an independent and disinterested director (the “Special Committee”). In determining whether to recommend the Reclassification, the Special Committee considered, among other things, the opinion of Centerview Partners LLC (“Centerview”), the financial advisor to the Special Committee, to the effect that, as of June 29, 2022, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the shares of Class A Common Stock to be retained by the Unaffiliated Class A Holders (as defined below), solely in their capacity as holders of shares of Class A Common Stock, with respect to such Class A Common Stock and without taking into account any shares of the Class B Common Stock or Class 1 common stock, par value $0.01 per share, of the Company held by the Unaffiliated Class A Holders, after giving effect to the Reclassification pursuant to the Reclassification Agreement, are fair, from a financial point of view, to the holders of shares of Class A Common Stock, excluding shares of Class A Common Stock held, directly or indirectly, by or on behalf of the Sands family, directors of the Company that own, beneficially or of record, shares of Class B Common Stock and any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act (the “Unaffiliated Class A Holders”).

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus relating to the Reclassification (the “Proxy Statement/Prospectus”). Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement/Prospectus. The closing of the Reclassification is subject to customary conditions, including, (i) the approval of the Reclassification Proposal by the affirmative vote of the holders of (a) not less than 50.3% of the issued and outstanding shares of Class A Common Stock held by the Unaffiliated Class A Holders; (b) a majority of the voting power of the issued and outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, voting together as a single class and (c) a majority of the issued and outstanding shares of Class B Common Stock, (ii) the effectiveness of the Company’s registration statement on Form S-4 to be filed with the SEC in connection with the Reclassification, (iii) the absence of any governmental order or law preventing, prohibiting or enjoining the Reclassification or the Amended and Restated Charter from becoming effective; (iv) approval by the New York Stock Exchange of the listing of the shares of Class A Common Stock into which the Class B Common Stock will be exchanged and reclassified; (v) in the case of the Company’s obligation to complete the Reclassification, the accuracy of the representations and warranties of the Sands Family Stockholders (as qualified by a materiality standard) and material compliance by the Sands Family Stockholders with its obligations under the Reclassification

 

1


Agreement, and, in each case, receipt of a certificate of WildStar confirming satisfaction of such conditions; (vi) in the case of the Sands Family Stockholders’ obligation to complete the Reclassification, the accuracy of the representations and warranties given by the Company (as qualified by a materiality standard) and material compliance by the Company with its obligations under the Reclassification Agreement, and, in each case, receipt of a certificate of the Company confirming the satisfaction of such conditions and (vii) in the case of the Sands Family Stockholders’ obligation to complete the Reclassification, the execution and delivery of a counterpart to the Registration Rights Agreement (as defined in the Proxy Statement/Prospectus) by the Company. A copy of the Proxy Statement/Prospectus is attached hereto as Exhibit (a)(1).

To effect the Reclassification, on June 30, 2022, the Company entered into the Reclassification Agreement (the “Reclassification Agreement”) with the Sands Family Stockholders. Pursuant to the Reclassification Agreement, each of the Sands Family Stockholders has agreed to vote all shares of Class A Common Stock and Class B Common Stock owned of record by such Sands Family Stockholder (a) in favor of the Reclassification and (b) against, among other things, any action, agreement or transaction involving the Company or any of its subsidiaries that is intended, or would reasonably be expected, to prevent or materially impair or materially delay the consummation of the Reclassification. A copy of the Reclassification Agreement is attached as Annex C to the Proxy Statement/Prospectus.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement/Prospectus of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement/Prospectus, including all annexes thereto, is incorporated by reference herein in its entirety, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement/Prospectus and the annexes thereto. As of the date hereof, the Proxy Statement/Prospectus is in preliminary form and is subject to completion or amendment.

All information concerning the Company contained in, or incorporated by reference into, this Transaction Statement was supplied by the Company. Similarly, all information concerning each other filing person contained in, or incorporated by reference into, this Transaction Statement was supplied by such filing person.

The filing of this Transaction Statement shall not be construed as an admission that the Company is “controlled” by any person.

Item 1. Summary Term Sheet

(Reg. M-A 1001)

The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS”

“SUMMARY”

Item 2. Subject Company Information

(Reg. M-A 1002)

 

(a)

Name and Address. The Company’s name, and the address and telephone number of its principal executive offices are as follows:

Constellation Brands, Inc.

207 High Point Drive, Building 100

Victor, New York 14564

(585) 678-7100

 

(b)

Securities. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

 

2


“QUESTIONS & ANSWERS”

“SUMMARY—Special Factors”

“THE SPECIAL MEETING—Voting by the Company’s Directors and Executive Officers”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

(c)—(d) Trading Market and Price; Dividends. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“MARKET PRICE AND DIVIDEND DATA”

“WHERE YOU CAN FIND MORE INFORMATION”

 

(e)

Prior Public Offerings. Not applicable.

 

(f)

Prior Stock Purchases. Not applicable.

Item 3. Identity and Background of Filing Person

(Reg. M-A 1003(a) through (c))

 

(a)

Name and Address.

Constellation Brands, Inc., a filing person, is the subject company.

The business address and business telephone number for each filing person that is a member of the Sands Family Stockholders is 110 E. Atlantic Ave., Suite 200, Delray Beach, FL 33444, (585) 678-7344. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“REFERENCES TO ADDITIONAL INFORMATION”

“SUMMARY—Information about the Company”

“SPECIAL FACTORS—Information about the Company”

 

(b)

Business and Background of Entities.

Astra Legacy LLC

Astra Legacy LLC is a Delaware limited liability company. Its principal business is to serve as voting manager of certain Sands family entities.

WildStar Partners LLC

WildStar Partners LLC is a Delaware limited liability company. Its principal business is to operate as a family office and to serve as co-general partner of certain limited partnerships.

The Marilyn Sands Master Trust

The Marilyn Sands Master Trust is a Florida trust. Its principal business is investment.

Sands Family Foundation

Sands Family Foundation is a Virginia corporation. Its principal business is charitable giving.

 

3


Other Limited Liability Companies

Each of RES Master LLC, RSS Master LLC, RCT 2020 Investments LLC, NSDT 2009 STZ LLC, NSDT 2011 STZ LLC, RSS Business Management LLC, SSR Business Management LLC, LES Lauren Holdings LLC and MES Mackenzie Holdings LLC is a Delaware limited liability company. The principal business of each such entity is investment.

Limited Partnerships

Each of RES Business Holdings LP, SER Business Holdings LP, RHT 2015 Business Holdings LP, RSS Business Holdings LP, SSR Business Holdings LP, RSS 2015 Business Holdings LP, RCT 2015 Business Holdings LP, A&Z 2015 Business Holdings LP and MAS Business Holdings LP is a Delaware limited partnership. The principal business of each such person is investment.

During the past five years, none of the filing persons listed in this Item 3(b) was (i) convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities law.

The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“REFERENCES TO ADDITIONAL INFORMATION”

“SUMMARY—Information about the Company”

“SPECIAL FACTORS—Information about the Company”

 

(c)

Business and Background of Natural Persons.

Richard Sands

The principal occupation of Richard Sands is Executive Vice Chair of the Company, which is an international producer and marketer of beer, wine, and spirits. From September 1999 through February 2019, Mr. Richard Sands was Executive Chair of the Company. The Company’s address is 207 High Point Drive, Building 100, Victor, New York 14564. Mr. Richard Sands is a citizen of the United States.

Robert Sands

The principal occupation of Robert Sands is Executive Chair of the Company, which is an international producer and marketer of beer, wine, and spirits. From July 2007 through February 2019, Mr. Robert Sands was Chief Executive Officer of the Company. The Company’s address is 207 High Point Drive, Building 100, Victor, New York 14564. Mr. Robert Sands is a citizen of the United States.

Abigail Bennett

The principal occupation of Abigail Bennett is an independent consultant and philanthropist. She previously served as a director of WildStar Partners LLC from August 2016 through February 2020. WildStar Partners LLC’s address is 110 E Atlantic Ave. Suite 200, Delray Beach, FL 33444. Ms. Bennett is a citizen of the United States.

Zachary Stern

The principal occupation of Zachary Stern, currently and since December 2018, is as a property development manager with JH Business Management LLC. The address of JH Business Management LLC is 110 E. Atlantic Ave. Suite 200, Delray Beach, FL 33444. Before December 2018, Mr. Stern currently and for the past five years has been a partner in The Brooklyn Home Company with an address of 80 4th Street, Brooklyn, NY 11231. Both JH Business Management LLC and The Brooklyn Home Company are in the real estate development business. Mr. Stern is a citizen of the United States.

During the past five years, none of the filing persons listed in this Item 3(c) was (i) convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities law.

Item 4. Terms of the Transaction

(Reg. M-A 1004(a) and (c) through (f))

 

(a)

Material Terms.

 

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(1)

Tender Offers. Not applicable.

 

(2)

Mergers or Similar Transactions. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS”

“SUMMARY—Special Factors”

“SUMMARY—The Reclassification Agreement”

“SUMMARY—Material U.S. Federal Income Tax Consequences of the Reclassification”

“SPECIAL FACTORS”

“THE RECLASSIFICATION AGREEMENT”

“MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES”

“DESCRIPTION OF COMMON STOCK AFTER THE RECLASSIFICATION”

“COMPARISON OF STOCKHOLDER RIGHTS”

“ANNEX A—Form of Amended and Restated Charter”

“ANNEX B—Form of Amended and Restated By-Laws”

“ANNEX C—Reclassification Agreement”

 

(c)

Different Terms. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS”

“SUMMARY—Special Factors”

“SUMMARY—The Reclassification Agreement”

“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Interests of Certain Persons in the Reclassification”

“THE RECLASSIFICATION AGREEMENT”

 

(d)

Appraisal Rights. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SUMMARY—Special Factors—No Appraisal Rights”

“THE SPECIAL MEETING—No Appraisal Rights”

“SPECIAL FACTORS—No Appraisal Rights”

 

(e)

Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Financial Opinion of Centerview—Other Presentations by Centerview”

“PROVISIONS FOR UNAFFILIATED STOCKHOLDERS”

 

(f)

Eligibility for Listing or Trading. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SUMMARY—Special Factors—Delisting of Class B Common Stock”

“SPECIAL FACTORS—Certain Effects of the Reclassification”

“DESCRIPTION OF COMMON STOCK AFTER THE RECLASSIFICATION”

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(Reg. M-A 1005(a) through (c) and (e))

 

(a)

Transactions. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“WHERE YOU CAN FIND MORE INFORMATION”

 

5


(b)—(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SUMMARY—Special Factors”

“SUMMARY—The Reclassification Agreement”

“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

“SPECIAL FACTORS—Recommendations of the Special Committee and of the Board”

“THE RECLASSIFICATION AGREEMENT”

“COMPARISON OF STOCKHOLDER RIGHTS”

“ANNEX C—Reclassification Agreement”

 

(e)

Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS”

“SUMMARY—Special Factors”

“SUMMARY—The Reclassification Agreement”

“THE SPECIAL MEETING—Voting by the Company’s Directors and Executive Officers”

“SPECIAL FACTORS—Structure of the Reclassification”

“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

“SPECIAL FACTORS—Required Vote”

“SPECIAL FACTORS—Interests of Certain Persons in the Reclassification”

“THE RECLASSIFICATION AGREEMENT”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

“ANNEX A—Form of Amended and Restated Charter”

“ANNEX B—Form of Amended and Restated By-Laws”

“ANNEX C—Reclassification Agreement”

Item 6. Purposes of the Transaction, and Plans or Proposals

(Reg M-A 1006(b) and (c)(1) through (8))

 

(b)

Use of Securities Acquired. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SUMMARY—Special Factors”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

“SPECIAL FACTORS—Certain Effects of the Reclassification”

 

(c)

(1)—(8) Plans. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS”

“SUMMARY—Special Factors”

“SUMMARY—The Reclassification Agreement”

“THE SPECIAL MEETING—Required Vote; Abstentions”

“THE SPECIAL MEETING—Voting by the Company’s Directors and Executive Officers”

“SPECIAL FACTORS”

“THE RECLASSIFICATION AGREEMENT”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

“ANNEX A—Form of Amended and Restated Charter”

“ANNEX B—Form of Amended and Restated By-Laws”

“ANNEX C—Reclassification Agreement”

 

6


Item 7. Purposes, Alternatives, Reasons and Effects

(Reg. M-A 1013)

 

(a)

Purposes. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SUMMARY—Special Factors”

“SUMMARY—The Reclassification Agreement”

“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

“THE RECLASSIFICATION AGREEMENT”

 

(b)

Alternatives. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

 

(c)

Reasons. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SUMMARY—Special Factors”

“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

 

(d)

Effects. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SUMMARY—Special Factors”

“SUMMARY—Material U.S. Federal Income Tax Consequences of the Reclassification”

“SPECIAL FACTORS—Structure of the Reclassification”

“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

“SPECIAL FACTORS—Interests of Certain Persons in the Reclassification”

“SPECIAL FACTORS—Certain Effects of the Reclassification”

“SPECIAL FACTORS—No Appraisal Rights”

“MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES”

“DESCRIPTION OF COMMON STOCK AFTER THE RECLASSIFICATION”

“COMPARISON OF STOCKHOLDER RIGHTS”

“ANNEX A—Form of Amended and Restated Charter”

“ANNEX B—Form of Amended and Restated By-Laws”

Item 8. Fairness of the Transaction

(Reg. M-A 1014)

(a)—(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SUMMARY—Special Factors”

“THE SPECIAL MEETING—Recommendations of the Special Committee and of the Board”

“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

“SPECIAL FACTORS—Financial Opinion of Centerview”

“SPECIAL FACTORS—Other Financial Advisor Presentations”

“SPECIAL FACTORS—Recommendations of the Special Committee and of the Board”

“SPECIAL FACTORS—Interests of Certain Persons in the Reclassification”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

“ANNEX D – Fairness Opinion of Centerview Partners LLC”

 

7


The presentations dated April 8, 2022, April 15, 2022, April 22, 2022, April 28, 2022, May 5, 2022, May 11, 2022, May 15, 2022, May 20, 2022, May 23, 2022, June 3, 2022, June 10, 2022, June 17, 2022, June 25, 2022 (two), June 27, 2022, June 28, 2022 and June 29, 2022, each prepared by Centerview and reviewed by the Special Committee, are attached hereto as Exhibits (c)(1) through (c)(17) and are incorporated by reference herein.

The presentations dated August 10, 2021, March 2022, April 2022, May 2022, May 2022, June 9, 2022 and June 29, 2022, each prepared by Greenhill & Co., LLC, and dated March 2021, prepared by BofA Securities, Inc., and reviewed by members of the Sands Family Stockholders, on behalf of the Sands Family Stockholders, are attached hereto as Exhibits (c)(18) through (c)(25) and are incorporated by reference herein.

 

(c)

Approval of Security Holders. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS”

“SUMMARY—Special Factors”

“SUMMARY—Special Meeting of Stockholders”

“THE SPECIAL MEETING—Record Date; Stock Entitled to Vote”

“THE SPECIAL MEETING—Quorum”

“THE SPECIAL MEETING—Required Vote; Abstentions”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

 

(d)

Unaffiliated Representative. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“THE SPECIAL MEETING—Recommendations of the Special Committee and of the Board”

“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

“SPECIAL FACTORS—Recommendations of the Special Committee and of the Board”

“SPECIAL FACTORS—Financial Opinion of Centerview—Other Presentations by Centerview”

“THE RECLASSIFICATION AGREEMENT” “PROVISIONS FOR UNAFFILIATED STOCKHOLDERS”

 

(e)

Approval of Directors. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SUMMARY—Special Factors”

“THE SPECIAL MEETING—Recommendations of the Special Committee and of the Board”

“THE SPECIAL MEETING—Voting by the Company’s Directors and Executive Officers”

“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

“SPECIAL FACTORS—Recommendations of the Special Committee and of the Board”

“SPECIAL FACTORS—Interests of Certain Persons in the Reclassification”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

 

(f)

Other Offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations

(Reg. M-A 1015)

(a)—(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SUMMARY—Special Factors”

 

8


“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

“SPECIAL FACTORS—Financial Opinion of Centerview”

“SPECIAL FACTORS—Other Financial Advisor Presentations”

“WHERE YOU CAN FIND MORE INFORMATION”

“ANNEX D—Fairness Opinion of Centerview Partners LLC”

The presentations dated April 8, 2022, April 15, 2022, April 22, 2022, April 28, 2022, May 5, 2022, May 11, 2022, May 15, 2022, May 20, 2022, May 23, 2022, June 3, 2022, June 10, 2022, June 17, 2022, June 25, 2022 (two), June 27, 2022, June 28, 2022 and June 29, 2022, each prepared by Centerview and reviewed by the Special Committee, are attached hereto as Exhibits (c)(1) through (c)(17) and are incorporated by reference herein.

The presentations dated August 10, 2021, March 2022, April 2022, May 2022, May 2022, June 9, 2022 and June 29, 2022, each prepared by Greenhill & Co., LLC, and dated March 2021, prepared by BofA Securities, Inc., and reviewed by members of the Sands Family Stockholders, on behalf of the Sands Family Stockholders, are attached hereto as Exhibits (c)(18) through (c)(25) and are incorporated by reference herein.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested stockholder or any representative of any such interested stockholder who has been so designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration

(Reg. M-A 1007)

(a)—(b), (d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“SPECIAL FACTORS—Financing of the Reclassification”

(c) Expenses. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SUMMARY—Special Factors”

“SPECIAL FACTORS—Certain Effects of the Reclassification”

Item 11. Interest in Securities of the Subject Company

(Reg M-A 1008)

 

(a)

Securities Ownership. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Interests of Certain Persons in the Reclassification”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

 

(b)

Securities Transactions. Not applicable.

Item 12. The Solicitation or Recommendation

(Reg. M-A 1012(d) and (e))

 

(d)

Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SOLICITATION OF PROXIES”

“QUESTIONS AND ANSWERS”

“SUMMARY—Special Factors”

“THE SPECIAL MEETING—Voting by the Company’s Directors and Executive Officers”

 

9


“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

“SPECIAL FACTORS—Financial Opinion of Centerview”

“SPECIAL FACTORS—Recommendations of the Special Committee and of the Board”

“ANNEX D—Fairness Opinion of Centerview Partners LLC”

 

(e)

Recommendations of Others. Not applicable.

Item 13. Financial Statements

(Reg M-A 1010(a) and (b))

 

(a)

Financial Information. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“WHERE YOU CAN FIND MORE INFORMATION”

 

(b)

Pro Forma Information. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION”

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(Reg. M-A 1009)

(a)—(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“SOLICITATION OF PROXIES”

“QUESTIONS AND ANSWERS”

“SUMMARY—Special Factors”

“SPECIAL FACTORS—Background of the Reclassification”

“SPECIAL FACTORS—Reasons for the Reclassification; Fairness of the Reclassification”

“SPECIAL FACTORS—Interests of Certain Persons in the Reclassification”

Item 15. Additional Information

(Reg. M-A 1011(b) and (c))

 

(b)

Golden Parachute Compensation. Not applicable.

 

(c)

Other Material Information. The entirety of the Proxy Statement/Prospectus, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

 

(a)(1)   Preliminary Proxy Statement/Prospectus of Constellation Brands, Inc. (incorporated by reference to the Registration Statement on Form S-4 of Constellation Brands, Inc. filed with the Securities and Exchange Commission concurrently with this Transaction Statement).
(a)(2)   Letter to Stockholders (incorporated herein by reference to the Proxy Statement/Prospectus).
(a)(3)   Notice of Special Meeting of Stockholders (incorporated herein by reference to the Proxy Statement/Prospectus).
(a)(4)   Transcript of an interview with the President and Chief Executive Officer of Constellation Brands, Inc. on Yahoo Finance, dated July  1, 2022, relating to the Reclassification (filed with the Securities and Exchange Commission on July 1, 2022 by Constellation Brands, Inc. pursuant to Rule 425 under the Securities Act).

 

10


(a)(5)   Transcript of an interview with the President and Chief Executive Officer of Constellation Brands, Inc. on CNBC, dated June  30, 2022, relating to the Reclassification (filed with the Securities and Exchange Commission on July 1, 2022 by Constellation Brands, Inc. pursuant to Rule 425 under the Securities Act).
(a)(6)   Message from the President and Chief Executive Officer of Constellation Brands, Inc. distributed to employees of Constellation Brands, Inc. on June 30, 2022 (filed with the Securities and Exchange Commission on June 30, 2022 by Constellation Brands, Inc. pursuant to Rule 425 under the Securities Act).
(a)(7)   Excerpt of Constellation Brands, Inc.’s first quarter fiscal 2023 earnings call on June  30, 2022 (filed with the Securities and Exchange Commission on June 30, 2022 by Constellation Brands, Inc. pursuant to Rule 425 under the Securities Act).
(a)(8)   News Release of Constellation Brands, Inc., dated June  30, 2022, relating to the Reclassification (incorporated herein by reference to Exhibit 99.3 to the Current Report on Form 8-K of Constellation Brands, Inc. filed with the Securities and Exchange Commission on June 30, 2022).
(a)(9)*   Form of Proxy for Constellation Brands, Inc. Class A Common Stock (incorporated herein by reference to Exhibit 99.1 to the Registration Statement on Form S-4 of Constellation Brands, Inc. filed with the Securities and Exchange Commission concurrently with this Transaction Statement).
(a)(10)*   Form of Proxy for Constellation Brands, Inc. Class B Common Stock (incorporated herein by reference to Exhibit 99.2 to the Registration Statement on Form S-4 of Constellation Brands, Inc. filed with the Securities and Exchange Commission concurrently with this Transaction Statement).
(a)(11)   Opinion of Centerview Partners LLC, dated June  29, 2022 (incorporated herein by reference to Annex D of the Proxy Statement/Prospectus).
(c)(1)   Presentation by Centerview Partners LLC to the Special Committee, dated June 29, 2022.
(c)(2)   Presentation by Centerview Partners LLC to the Special Committee, dated June 28, 2022.
(c)(3)   Presentation by Centerview Partners LLC to the Special Committee, dated June 27, 2022.
(c)(4)   Presentation by Centerview Partners LLC to the Special Committee, dated June 25, 2022.
(c)(5)   Presentation by Centerview Partners LLC to the Special Committee, dated June 25, 2022.
(c)(6)   Presentation by Centerview Partners LLC to the Special Committee, dated June 17, 2022.
(c)(7)   Presentation by Centerview Partners LLC to the Special Committee, dated June 10, 2022.
(c)(8)   Presentation by Centerview Partners LLC to the Special Committee, dated June 3, 2022.
(c)(9)   Presentation by Centerview Partners LLC to the Special Committee, dated May 23, 2022.
(c)(10)   Presentation by Centerview Partners LLC to the Special Committee, dated May 20, 2022.
(c)(11)   Presentation by Centerview Partners LLC to the Special Committee, dated May 15, 2022.

 

11


(c)(12)   Presentation by Centerview Partners LLC to the Special Committee, dated May 11, 2022.
(c)(13)   Presentation by Centerview Partners LLC to the Special Committee, dated May 5, 2022.
(c)(14)   Presentation by Centerview Partners LLC to the Special Committee, dated April 28, 2022.
(c)(15)   Presentation by Centerview Partners LLC to the Special Committee, dated April 22, 2022.
(c)(16)   Presentation by Centerview Partners LLC to the Special Committee, dated April 15, 2022.
(c)(17)   Presentation by Centerview Partners LLC to the Special Committee, dated April 8, 2022.
(c)(18)   Presentation by Greenhill & Co., LLC to members of the Sands Family Stockholders, dated June 29, 2022.
(c)(19)   Presentation by Greenhill & Co., LLC to members of the Sands Family Stockholders, dated June 9, 2022.
(c)(20)   Presentation by Greenhill & Co., LLC to members of the Sands Family Stockholders, dated May 2022.
(c)(21)   Presentation by Greenhill & Co., LLC to members of the Sands Family Stockholders, dated May 2022.
(c)(22)   Presentation by Greenhill & Co., LLC to members of the Sands Family Stockholders, dated April 2022.
(c)(23)   Presentation by Greenhill & Co., LLC to members of the Sands Family Stockholders, dated March 2022.
(c)(24)   Presentation by Greenhill & Co., LLC to members of the Sands Family Stockholders, dated August 10, 2021.
(c)(25)   Presentation by Bank of America to members of the Sands Family Stockholders, dated March 2021.
(d)(1)   Reclassification Agreement, dated as of June  30, 2022, by and among Constellation Brands, Inc., and the Sands Family Stockholders members listed therein (incorporated herein by reference to Annex C of the Proxy Statement/Prospectus).
107   Calculation of Filing Fee Tables.

 

*

To be filed by amendment.

 

12


SIGNATURE

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

Dated as of July 29, 2022

 

CONSTELLATION BRANDS, INC.
By:   /s/ William A. Newlands
  Name: William A. Newlands
  Title: President and Chief Executive Officer
RICHARD SANDS
By:   /s/ Richard Sands
  Name: Richard Sands
ROBERT SANDS
By:   /s/ Robert Sands
  Name: Robert Sands
ABIGAIL BENNETT
By:   /s/ Abigail Bennett
  Name: Abigail Bennett
ZACHARY STERN
By:   /s/ Zachary Stern
  Name: Zachary Stern

RICHARD SANDS MASTER TRUST

IN ITS CAPACITY AS SOLE MEMBER OF RES MASTER LLC

By:   /s/ Richard Sands
  Name: Richard Sands
  Title: Trustee

ROBERT S. SANDS MASTER TRUST

IN ITS CAPACITY AS SOLE MEMBER OF RSS MASTER LLC

By:   /s/ Robert Sands
  Name: Robert Sands
  Title: Trustee
ASTRA LEGACY LLC
By:   /s/ Abigail Bennett
  Name: Abigail Bennett
  Title: President


WILDSTAR PARTNERS LLC
By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Chief Executive Officer

WILDSTAR PARTNERS LLC

IN ITS CAPACITY AS MANAGING GENERAL PARTNER OF RES BUSINESS HOLDINGS LP

By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Chief Executive Officer

WILDSTAR PARTNERS LLC

IN ITS CAPACITY AS MANAGING GENERAL PARTNER OF SER BUSINESS HOLDINGS LP

By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Chief Executive Officer

WILDSTAR PARTNERS LLC

IN ITS CAPACITY AS MANAGING GENERAL PARTNER OF RHT 2015 BUSINESS HOLDINGS LP

By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Chief Executive Officer

WILDSTAR PARTNERS LLC

IN ITS CAPACITY AS MANAGING GENERAL PARTNER OF RSS BUSINESS HOLDINGS LP

By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Chief Executive Officer

WILDSTAR PARTNERS LLC

IN ITS CAPACITY AS MANAGING GENERAL PARTNER OF SSR BUSINESS HOLDINGS LP

By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Chief Executive Officer

WILDSTAR PARTNERS LLC

IN ITS CAPACITY AS MANAGING GENERAL PARTNER OF RSS 2015 BUSINESS HOLDINGS LP

By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Chief Executive Officer


WILDSTAR PARTNERS LLC

IN ITS CAPACITY AS MANAGING GENERAL PARTNER OF RCT 2015 BUSINESS HOLDINGS LP

By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Chief Executive Officer

WILDSTAR PARTNERS LLC

IN ITS CAPACITY AS MANAGING GENERAL PARTNER OF RCT 2015 BUSINESS HOLDINGS LP, SOLE MEMBER OF RCT 2020 INVESTMENTS LLC

By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Chief Executive Officer

WILDSTAR PARTNERS LLC

IN ITS CAPACITY AS MANAGING GENERAL PARTNER OF A&Z 2015 BUSINESS HOLDINGS LP

By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Chief Executive Officer

WILDSTAR PARTNERS LLC

IN ITS CAPACITY AS MANAGING GENERAL PARTNER OF MAS BUSINESS HOLDINGS LP

By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Chief Executive Officer
NSDT 2009 STZ LLC
By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Manager
NSDT 2011 STZ LLC
By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Manager
RSS BUSINESS MANAGEMENT LLC
By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Secretary


SSR BUSINESS MANAGEMENT LLC
By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Secretary
LES LAUREN HOLDINGS LLC
By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Manager
MES MACKENZIE HOLDINGS LLC
By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Manager
THE MARILYN SANDS MASTER TRUST
By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Trustee
SANDS FAMILY FOUNDATION
By:   /s/ Thomas M. Farace
  Name: Thomas M. Farace
  Title: Secretary

Exhibit (c)(1)

 

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– Confidential – Project Gemini: Confidential Discussion Materials June 29, 2022


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– Confidential – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


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– Confidential – Situation Background ï,§ On April 4, Gemini announced that it had received a letter from its controlling shareholders, the Sands family, proposing a reclassification whereby each share of Class B stock (10 votes) would be converted into 1.35 shares of Class A stock (1 vote) – Gemini also announced that it had established a Special Committee to evaluate the proposal Initial ï,§ The Sands letter indicated that a reclassification would result in decreased Sands voting control from ~60% to ~20%, a structure 13-D Filing that is better aligned with “one vote per share” governance & increased market demand for the stock – The letter also indicated that the Sands family would be pleased to maintain its ability to control the Company through its holdings of Class A and Class B shares, if the Board or shareholders preferredï,§ Centerview was engaged by the Special Committee as financial advisor to help evaluate and negotiate the proposed reclassification ï,§ Following the Sands letter, the Special Committee met with its financial and legal advisors on more than 20 occasions to evaluate the potential merits of a reclassification in great detail Robust – Reviewed the potential benefits of a reclassification to the Company, the details of prior reclassification transactions, feedback Special from several of Gemini’s top stockholders and commentary from Wall Street analysts that cover the Company Committeeï,§ The Special Committee, together with its advisors, heavily negotiated the reclassification terms and governance Process improvements (13 proposals between the parties), securing the most favorable potential transaction ï,§ The Special Committee was clear with the Sands from the outset that any reclassification transaction with a premium to be paid to Class B holders would only occur in conjunction with meaningful governance improvements ï,§ After multiple back-and-forth negotiations, the Special Committee and the Sands family agreed to a potential reclassification with an aggregate cash premium to be paid to all Class B holders of $1.50 billion – Class B stock will be exchanged for 1 share of Class A stock plus $64.64 per share in cash ($1.50 billion of aggregate cash consideration)(1); implies a premium of 26.5% based on the Class A closing stock price on June 29 Summaryï,§ The parties also agreed to many significant governance improvements for the Company to occur following the reclassification Conclusions – A shift to non-executive roles and compensation for Rob and Richard Sands, a rotation of the Lead Independent Director position, adoption of a majority vote standard and anti-pledging provisions (with restrictions that increase over time) • Estimated compensation and benefit savings of an estimated ~$17.5 million annually(1) implies ~$300 million of potential value, assuming a 20% tax rate and the current Gemini P/E multiple of ~21x – Multi-year standstill and lock-up restrictions on the Sands family following the reclassification Source: Company filings, Wall Street research and FactSet. 2 (1) If required, Company to have the right to utilize up to $500mm of stock in lieu of cash at closing. (2) Midpoint of estimated total annual savings range of $15-$20mm.


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– Confidential – Key Elements Of The Special Committee’s Evaluation Stock Reaction ï,§ Analyzed stock price reaction subsequent to the disclosure of Sands Letter in 13-D filing To 13-D ï,§ Reviewed feedback from many of Gemini’s top shareholders and Wall Street analysts that cover the Company Gemini ï,§ Shareholder feedback supportive of a reclassification, but desires for a low premium to be paid to Class B holders Shareholder / Analyst – For example, a top 20 Class A holder indicated a “mid-teens” premium aligns with the precedents they observed Feedbackï,§ Analysts have been broadly supportive and see the value of a reclassification, even at potentially higher premiums ï,§ Both Gemini shareholders and Wall St. analysts have indicated there may be potential for multiple expansion ï,§ The Special Committee aimed to align Gemini with the vast majority of other public companies, consistent with the Modern stated policies of important institutional shareholders, influential shareholder advocacy groups and proxy advisors – Simplified capital structure with a single class of stock and alignment of voting power and economic ownership Corporate ï,§ The Special Committee was clear with the Sands from the outset that any reclassification with a premium to be paid to Governance Class B holders would only occur in conjunction with meaningful governance improvements for the Company – Many significant governance improvements were secured during subsequent negotiations ï,§ During the negotiations, the Sands indicated a desire to monetize up to a 1/3 of their stake in the near-to-medium-term Cash vs. Stock ï,§ The Special Committee reviewed the benefits and considerations of paying a premium in cash vs. stock Consideration – Including the potential impacts on Gemini’s post-reclassification trading dynamics of a stock premium, which may result in the Sands aiming to sell more stock in the near-to-medium-term in order to reach monetization goals ï,§ Sum-of-the-parts and regression analysis implies that Gemini is currently trading at a discount vs. peers Potential For ï,§ Both Gemini shareholders and Wall St. analysts have indicated there may be potential for multiple expansion Stock Price / Multiple Uplift ï,§ Removal of controlled-company structure and meaningful annual cost savings on comp and benefits have the potential to result in increased value to Class A stockholders 3 Source: Company filings, Wall Street research and FactSet.


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– Confidential – Summary Of Negotiation Progression Proposed Special Committee Positions Reclassification Sands Family Positions 35.0% “Around 32.0% 30%” 29.0% (2) (1) 28.0% 28.3% 25.5%(1) 26.5% 26.8% 23.5% “Around 21.0% $1.450bn $1.50bn $1.528bn 20%” cash cash cash 18.0% $64.64 16.0% /share 5/17 5/23 5/30 6/14 6/24 6/25 Current 6/25 6/22 6/15 6/13 5/25 5/19 4/2 Source: Company filings and FactSet. 4 (1) Proposal in aggregate cash dollar amount for Class B shares. Premium percentage based on Class A stock closing price on June 24, 2022. (2) Proposal in aggregate cash dollar amount for Class B shares. Premium percentage based on Class A stock closing price on June 29, 2022.


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– Confidential – Summary Of Reclassification Terms ï,§ Each share of Class B common stock to be exchanged for one share of Class A common stock plus $64.64 in cash Consideration ($1.50bn in aggregate cash premium(1) to be paid to Class B stockholders)ï,§ Implies a 26.5% premium based on Class A closing stock price on June 29, 2022 ï,§ Sands family stake subject to 3 year lock-up ï,§ Customary registration rights (with transfer restrictions during lock-up period) Monetization / ï,§ Permitted exemption for up to 25% of remaining stake during lock-up period, during which: Lock-up – Sales, including block trades, underwritten offerings, and daily open market trading limited to 2% of market capitalization in any 6 month period, of which 1% can be open market trades limited to 15% of past 20 day ADTV – Permitted to sell in excess of 6 month and ADTV restrictions in Company-led broadly marketed transactions ï,§ Board to adopt anti-pledging policy covering shares beneficially owned by directors ï,§ Exception for Sands family: – For the first 5 years, pledging limit equal to the higher of (x) number of shares having dollar value of shares currently Pledging pledged as of signing or (y) number of shares currently pledged as of signing – After 5 years, capped at $3 billion (increases annually for inflation) – Ability to increase shares pledged if Gemini stock price declines as required to cover, but to decrease pledging to meet caps upon Gemini share price increaseï,§ Restrictions on increasing stake and making proposals, no public criticism(2) for 5 years Standstill – Sands family representatives to leave Board if family wishes to engage in any such activities (including opposing M&A) after the 5 year period ï,§ For the first 5 years, 2 Board members if >10% stake; 1 Board member if >5% stake Nomination Rights ï,§ After 5 years, 1 Board member if >5% stake ï,§ Rob as non-executive Chairman and Richard as non-executive Board Director Board Roles ï,§ Chairman to be decided annually by Board Comp. & Benefitsï,§ Compensation in-line with customary non-executive Chairman and non-executive Board Director ï,§ Rotation of Lead Independent Director position at next available normal cycle opportunity Governance ï,§ Majority vote standard for director elections Indemnification & ï,§ Company to reimburse documented Sands family transaction expenses(3) Expensesï,§ Limited scope indemnification for Sands family legal / other litigation expenses only 5 (1) If required, Company to have the right to utilize up to $500mm of stock in lieu of cash at closing. (2) Restrictions on public criticism to be reciprocal. (3) Sands have indicated total transaction expenses will not exceed $20mm.


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– Confidential – Reclassification Premium And Breakeven P/E Multiple Analysis Premium ($) P/E To Aggregate Per Share Premium (%) Breakeven(1) Commentary “Headline” cash premium to be paid to Class B Stated Premium $1,500 $64.64 26.5% +0.7x holders in the reclassification $294mm total compensation savings Less: Compensation Reduction Savings (294) (12.65) (5.2%) (0.1x) (2) ($17.5mm annual savings at current ~21x P/E) Stated Premium Premium to be paid to Class B holders after 1,206 51.99 21.3% +0.6x (Net of Compensation Savings) consideration of total compensation savings Portion of premium expense borne Less: Dilution Adjustment (163) (7.04) (2.9%) --by Class B holders Effective Premium ~87% portion of premium paid by Class A, given $1,043 $44.95 18.5% +0.6x (Net of Compensation Savings) some premium expense also borne by Class B Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in millions except per share amounts. 6 (1) Assumes ~186mm Gemini shares outstanding. Excludes ~2mm Class 1 shares. Assumes cash premium financed with new debt at 5% interest rate and 20% tax rate. (2) Based on estimated midpoint of total annual savings range of $15-$20mm. Assumes 20% tax rate.


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– Confidential – Key Factors Analyzed 1 ï,§ Aligns Gemini’s governance with the vast majority of other public companies, consistent with the stated policies Rationale for of important institutional shareholders, influential shareholder advocacy groups and proxy advisors Reclassificationï,§ Key additional factors include the expansion of the potential investor base for Gemini stock and feedback / support received from Gemini’s top stockholders regarding the potential benefits of a reclassification 2 ï,§ Reviewed 29 selected prior reclassification situations where high / low vote structure was collapsed in companies Prior with greater than $500mm market capitalization since 2001 Reclassification ï,§ In selected situations with a premium / family / founder controller (8 of 29), the range of premiums paid to the Situations controlling shareholder based on the unaffected share price prior to announce is 0 to 35%, with a median of 21% 3 Historical ï,§ Analyzed trading dynamics of Class A and Class B shares for the last ~20 years Trading ï,§ Over last 5 years, Class B shares frequently traded at 0.0%—0.5% premium above the Class A share price Dynamicsï,§ Class B shares are fairly illiquid and trading volume has been on average less than 1% of Class A trading volume 4 ï,§ Sum-of-the-parts and regression analysis, based on publicly-traded beer, wine and spirit companies Trading – Implies Gemini may be trading at a discount P/E multiple vs. peers based on its growth and margin profile Multiple ï,§ Summary of Gemini Wall Street analyst perspectives and target stock prices Analysis – Analyst commentarty regarding the potential benefits of a reclassification 5 ï,§ Estimated value of potential savings from reduced annual compensation from reduced / non-exec roles for the Sands Compensation (1) ï,§ Current Rob and Richard compensation vs. estimated non-executive compensation suggests ~$17.5mm annual savings Analysis – Implies ~$300mm potential value from savings, assuming ~20% tax rate and Gemini P/E multiple of ~21x 7 Source: Company filings, Wall Street research and FactSet. (1) Midpoint of an estimated total annual savings range of $15-$20mm.


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1 Rationale For Reclassification – Confidential – Summary Rationale For The Share Reclassification Aligns Gemini with the vast majority of other public companies, consistent with the stated policies of Shareholder Friendly / important institutional shareholders, influential shareholder advocacy groups and proxy advisors One Share One Vote Simplified capital structure with a single class of stock Alignment of voting power and economic ownership for all shareholders 26.5% premium(1) is below the premium paid to the controlling shareholder in each of the three most recent / Reasonable Premium relevant reclassification transactions vs. Precedents – Includes Forest City in 2016 (31%), Stewart Information in 2016 (35%) and Hubbell in 2015 (28%) Non-executive roles for Robert and Richard Sands, including removal of Vice Chair role Modern – Annual compensation and benefits to be in-line with non-executive roles Governance Rotation of Lead Independent Director position at next available normal cycle opportunity Policies Adoption of majority vote standard for director elections Adoption of an anti-pledging policy, with limitations that increase over time for Sands family Expand Potential Potential to increase / diversify shareholder base Investor Base – Some investors / funds may not hold company stock with dual class structures Sum-of-the-parts and regression analyses indicate Gemini may be trading at a discount vs. peers Potential Addresses investor questions about impact of control on strategy and capital allocation For Additional Wall Street analyst perspectives are favorable / supportive of a reclassification Shareholder Value Reduction of Rob and Richard Sands compensation and benefits by an estimated ~$17.5mm annually(2) Creation – Implies ~$300mm potential value from savings, assuming ~20% tax rate and Gemini P/E multiple of ~21x Following the receipt of the Sands’ initial proposal, the Special Committee conducted an in-depth analytical review over numerous meetings together with its financial and legal advisors Analysis and Heavily negotiated the reclassification terms and governance improvements over multiple rounds of back-Evaluation by the and-forth discussions, securing the best transaction for the Class A stockholders and in the long-term Special Committee interest of the Company Evaluated feedback from several of Gemini’s top stockholders regarding the potential benefits of a reclassification to the Company 8 Source: Company filings, Wall Street research and FactSet. (1) Based on latest Class A closing stock price on June 29, 2022. (2) Based on estimate midpoint of total annual savings range of $15-$20mm.


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2 Prior Reclassification Situations – Confidential – Prior Family / Founder / Premium Share Reclassification Situations Prior reclassification transactions >$500mm market cap since 2001 Market Cap Premium As % Company Date ($bn) Of Mkt. Cap % Premium Forest City Dec-16 $4.8 2.2% 31% Stewart Info Jan-16 0.8 1.5% 35% Hubbell Aug-15 5.8 3.4% 28% Aaron’s Inc. Sep-10 1.3 0.0% 0% Sotheby’s Sep-05 1.1 4.3% 19% Robert Mondavi Aug-04 0.6 5.9% 17% CTE Apr-03 0.9 0.8% 9% Reader’s Digest Oct-02 1.5 2.7% 22% Median $1.2 2.5% 21% Mean 2.1 2.6% 20% Gemini(1) $45.3 3.3% 26.5% Source: Company filings, Wall Street research and FactSet. Note: Excludes National Research in 2017, exchanged at 57% premium per high vote share (8.3% of market cap). The National Research high vote shares were entitled to 6x dividend of the low vote shares and the high vote shares historically traded at a significant premium to low vote shares (including at a 56% premium immediately prior to the announcement of the reclassification). Excludes Alberto-Culver in 2003 which was a 0% premium transaction. The Alberto- 9 Culver Board had the right to convert the low vote shares into high vote shares at a one-for-one ratio. (1) Metrics based on Class A stock closing price on June 29, 2022.


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3 Historical Trading Dynamics – Confidential – Gemini Class A & Class B Historical Stock Prices And Returns Trading Performance Over Last 20 Years 4/4/22: $300 Gemini discloses receipt of proposal Gemini Class A & Class B Annual Trading Summary to Date Class B (1) (1) (1)(2) to reclassify at 1.35 exchange ratio 20-Year 10-Year 5-Year 1-Year 6-Mo 3-Mo 13-D $279.21 Class A share price: (1.7%) B premium Class A CAGR To Date +14.8% +24.6% +4.8% +5.5% (2.5%) +5.1% +4.2% Class B share price: +16.4% to A of $250 Class B CAGR To Date +15.5% +26.3% +7.5% +20.7% +11.7% +20.5% +19.1% Class A +14.6% Avg. Class B % Prem. To Class A(3) +0.3% +0.5% +0.8% +3.1% +6.2% +12.0% +12.8% $243.63 Avg. Class B Vol. as % of Class A(3) 0.09% 0.09% 0.02% 0.01% 0.02% 0.03% 0.02% Very limited Class B stock trading volumes $200 $150 $100 $50 Class B $15.60 Class A $15.50 – Jun-02 Jun-07 Jun-12 Jun-17 Jun-22 Class A Price Class B Price Source: Company filings, Wall Street research and FactSet. (1) 6-month, 3-month and since 13-D trading performance not annualized. 10 (2) Since the day prior to the public 13-D disclosure of Sands letter to Gemini Board on April 4, 2022. (3) Represents averages of daily values over respective time periods. Since 13-D averages based on data beginning day of public disclosure of Sands letter on April 4, 2022.


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4 Trading Multiple Analysis – Confidential – Observations On Gemini’s P/E Multiple Sum-Of-The-Parts Analysis Regression Analysis (50% Credit) Low High Revenue Growth EBIT Margin Implied NTM P/E Multiple 22.6x 24.7x 22.9x 24.7x Current NTM P/E Multiple 21.0x 21.0x 21.0x 21.0x Implied â^† NTM P/E Discount (1.6x) (3.7x) (1.9x) (3.7x) Implied Market Cap Discount ($bn)(1) ($3.4) ($8.1) ($4.2) ($8.1) Implied Market Cap Discount % (8%) (18%) (9%) (18%) Source: Company filings, Wall Street research and FactSet. 11 (1) Total market cap calculated using Class A stock price. Includes impact of dilution from outstanding options, RSUs and PSUs. (2) Class A calculated as Gemini FDSO (~186mm) excluding current Class B shares (~23mm), assuming no premium to Class B shares.


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4 Trading Multiple Analysis – Confidential – Summary Gemini Financial Profile Gemini expected revenue CAGR of +7% (+8% for Beer and +3% for Wine & Spirits)(1) – Expected EBIT margin of 33% (~36% for Beer and 23% for Wine & Spirits)(1) ’23-’25E Gemini Financials (Fiscal Year Ending February 28) CAGR $10,735 7% $10,037 $9,394 3% $8,821 2,176 $7,973 2,102 Wine & 2,036 2,069 Spirits 1,898 8% 7,935 8,559 Beer 6,752 7,358 6,075 Revenue Growth % 2021A PF 2022A 2023E 2024E 2025E Total 11% 6% 7% 7% Wine & Spirits 9% (2%) 3% 4% Beer 11% 9% 8% 8% EBIT 10% $3,715 Mix $3,382 $2,936 $3,080 595 $2,745 496 554 10% Wine & 471 15% 467 Spirits 3,387 10% EBIT Beer 2,703 2,815 85% 3,074 2,494 (Excluding Corporate (217) (238) (231) (246) (267) Canopy) Margin %(2) 2021A PF 2022A 2023E 2024E 2025E Total 34% 33% 33% 34% 35% Wine & Spirits 23% 21% 23% 25% 26% Beer 38% 37% 36% 36% 37% Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in millions. FY’21A financials pro forma for Wine & Spirits divestitures. 12 (1) Based on FY’23-FY’25 consensus expected revenue growth and FY’23 consensus EBIT margin. (2) Corporate cost allocation based on EBIT contribution by segment. EBIT CAGRs shown exclude corporate.


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4 Trading Multiple Analysis – Confidential – Gemini Benchmarking vs. Publicly Traded Alcohol Companies CY’22-’24E Revenue CY’22E EBIT Margin Price / NTM EPS Gemini (Beer) 8% Gemini (Beer) 36% (1) Boston Beer 23.2x Heineken 6% AB InBev 26% Heineken 18.4x Boston Beer 6% Heineken 16% Carlsberg 18.3x Carlsberg 5% Carlsberg 15% AB InBev 15.4x Beer AB InBev 5% Molson Coors 13% Kirin 14.6x Asahi 3% Boston Beer 9% Asahi 14.2x Kirin 3% Asahi 9% Molson Coors 13.3x Molson Coors 1% Kirin 8% Median: 15.4x Median: 5% Median: 13% Vintage Wine 17% Brown-Forman 31% Brown-Forman 35.5x (2) Duckhorn 9% Diageo 31% Campari 30.7x Remy Cointreau 9% Pernod Ricard 28% Duckhorn 30.4x Becle 9% Duckhorn 28% Remy Cointreau 29.6x Wine & FY’25 Treasury Wine 7% Remy Cointreau 27% expected 26% Becle 23.2x Spirits (W&S) Diageo 6% Gemini (W&S) 22%(1) Diageo 22.0x Campari 6% Treasury Wine 22% Treasury Wine 21.2x Pernod Ricard 6% Campari 20% Pernod Ricard 20.0x Brown-Forman 5% Becle 20% Vintage Wine 17.6x Gemini (W&S) 3% Vintage Wine 11% Median: 7% Median: 27% Median: 23.2x 13 Source: Company filings, Wall Street research and FactSet. (1) Corporate cost allocation based on EBIT contribution by segment. (2) Represents CY’22E – CY’23E growth rates due to lack of availability of CY’24E estimates.


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4 Trading Multiple Analysis – Confidential – Sum-Of-The-Parts Analysis Weighted Average P/E Multiple Commentary EBIT % Price / NTM EPS Multiple Contribution Contribution(1) Low High Low High Beer 85% 23.0x – 25.0x 19.6x – 21.3x Highest growth and margin among beer peers Low-to-mid growth and margin profile among Wine & Spirits 15% 20.0x – 23.0x 3.0x – 3.4x wine and spirits peers Implied Weighted Avg. P/E 22.6x – 24.7x Gemini Current P/E 21.0x – 21.0x Implied P/E Multiple Discount (%) (7%) – (15%) Implied P/E Multiple Discount (1.6x) – (3.7x) 14 Source: Company filings, Wall Street research and FactSet. (1) Based on fiscal year 2023 (ending February 28) EBIT contributions.


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4 Trading Multiple Analysis – Confidential – Regression Analysis Revenue Growth vs. NTM P/E Operating Margin vs. NTM P/E 40.0x Correlation = 69% 40.0x Correlation = 61% 35.0x 35.0x 30.0x 30.0x Implied Gemini Implied Gemini (32.9%, 28.3x ) (6.9%, 24.8x) 50% Credit 25.0x 25.0x (32.9%, 24.7x) 50% Credit P/E (6.9%, 22.9x) P/E Current Gemini Current Gemini 20.0x 20.0x (32.9%, 21.0x) NTM (6.9%, 21.0x) NTM 15.0x 15.0x 10.0x 10.0x 5.0x 5.0x 0.0x 0.0x — 2.0% 4.0% 6.0% 8.0% 10.0% — 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% ’22E – ’24E Revenue Growth ’22E Operating Margin Beer, wine & spirits companies Source: Company filings, Wall Street research and FactSet. 15 Note: Beer, wine & spirits companies include AB InBev, Asahi, Boston Beer, Brown-Forman, Campari, Carlsberg, Diageo, Duckhorn, Heineken, Kirin, Molson Coors, Pernod Ricard, Remy Cointreau and Treasury Wine. Correlations exclude Gemini.


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4 Trading Multiple Analysis – Confidential – Summary Analyst Perspectives On Gemini Stock Analyst Price Targets 12M Price PT Upside/ Implied Broker Rating Target (Downside) NTM P/E(1) Buy $305 +25% 22.7x Buy 300 +23% 22.3x Buy 298 +22% 22.2x Buy 295 +21% 22.0x Buy 285 +17% 21.2x Buy 282 +16% 21.0x Buy 280 +15% 20.9x Buy 275 +13% 20.5x Buy 275 +13% 20.5x Buy 275 +13% 20.5x Buy 272 +12% 20.3x Buy 270 +11% 20.1x Buy 268 +10% 20.0x Hold 265 +9% 19.7x Hold 248 +2% 18.5x Hold 245 +1% 18.3x Hold 245 +1% 18.3x Hold 243 (0%) 18.1x Median $275 +13% 20.5x Source: Wall Street research, Bloomberg and FactSet. (1) Based on 12 month EPS ending June 2024. Select Analyst Commentary “Target is based upon ~21.5x blended multiple on F2024/C2023 EPS ex Canopy, plus $7 market value of Canopy stake. Multiple is based upon 22x for Beer (>85% of F2024E EBIT) and ~19x for the remaining Wine & Spirits business.” (June 2022) “Our $294 PT is based on $288/share for core STZ (ex Canopy) based on ~21x FY24E EPS plus ~$6/share for STZ’s Canopy investment (30% discount to market value). Our 21x target multiple is below STZ’s ~23x last 3 year NTM P/E average.” (April 2022) “Our $283 price target is predicated on a ~24.3x P/E multiple (+5% premium to large cap Staples) on our CY22 core EPS of $11.45. We then layer in a $5 value for the company’s stake in Canopy Growth…” (April 2022) 16


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4 Trading Multiple Analysis – Confidential – Summary Analyst Perspectives On A Gemini Reclassification Analyst Commentary “We ultimately view the declassification as the right thing to do from a governance standpoint and in terms of establishing longer term strategic flexibility to issue shares without having to worry about a holder of super majority voting shares balking at giving up hard control” “[The Sands family] has proposed that the company collapse its dual-class structure into one single class of shares… we thinkthisisan important step forward of the company in terms of corporate governance…” “[The April 4] announcement suggests a willingness to evolve the control of the company to public shareholders, and should de-risk [Gemini’s] multiple, which has been depressed on M&A speculation and frustration at the lack of investor influence on capital allocation decisions” “With de-classification, strategic control will shift to Class A shareholders and major concerns around capital allocation should diminish. Weexpectthistobeattractivetolong-only investors inparticular. This new capital structure can also make [Gemini] equity more attractive for transactions” “Conversion is something the Sands’ family has been considering for quite some time and reinforces confidence in CEO Bill Newlands (first non-family CEO)” “We believe this is a positive catalyst for stock as it removes a key overhang. If approved by the company’s Board, the potential transaction could attract additional investor interest in the stock from those who prefer single-class structures, as well as increase investor comfort in [Gemini’s] capital allocation plan” “Weviewthismoveaspositiveas1/ investors prefer companies with a single-class stock structure to have more control on the company decisions, 2/ this should improve governance, which has been an issue in our view” “Investors we have spoken with generally agree that Sands’ Family voting control, through ownership of Class B shares, has long been a difficult to quantify overhang on [Gemini’s] multiple” “We think shareholders will ultimately welcome the proposal, as it better aligns [Gemini’s] corporate governance to better reflect the economic vs. voting power in exchange for ~4% EPS dilution and could also lead to a more independent board and better capital allocation in the future” “We believe investors would react favorably to [Gemini] consolidating into a single share class … we think some of the stock’s valuation discount in our minds around capital allocation concerns will be reduced, and higher valuation will probably offset EPS dilution potential” “We view the proposed removal of [Gemini] dual-class share structure favorably as it would remove the voting control of the Sands family and alleviate concerns on capital allocation…We believe market concerns on capital allocation have been a major limiting factor for [Gemini’s] stock” “Shareholders gaining more control is a net positive for the longer term, even if there is likely a valid debate around “what cost” is required for gaining said control.” 17 Source: Wall Street research. Note: Analyst commentary from reports published following the public disclosure of the reclassification proposal in April 2022.


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5 Compensation Analysis – Confidential – Analysis Of Reduced Executive Compensation Potential Savings Analysis Robert Sands—Executive Chairman FY’22 Salary $1.0 Stock / Option Awards 4.1 Other Compensation(1) 4.3 Total FY’22 Compensation $9.4 Median Peer Based Non-Exec Chairman Comp. $0.4 Potential Robert Sands Annual Comp. Savings $9.0 Richard Sands—Executive Vice Chairman FY’22 Salary $0.9 Stock / Option Awards 3.5 Other Compensation(1) 3.6 Total FY’22 Compensation $7.9 Gemini Non-Management Director Retainer Fee $0.1 Gemini Annual Equity Grants 0.2 Potential Director Compensation $0.3 Potential Richard Sands Annual Comp. Savings $7.6 (-) Retained Services(2) (0.5) Total Sands Annual Compensation Savings $16.0 Pro Forma Value Of Potential Savings Total Annual Savings $15.0—$20.0 Midpoint Of Savings 17.5 (-) Taxes @ 20% Rate (3.5) After-Tax Annual Savings $14.0 Gemini NTM P/E Multiple 21.0x Estimated Compensation Value $294 Source: Company filings. Note: U.S. Dollars in millions. (1) Represents amounts earned under AMIP for Fiscal 2022, 2021 and 2020, Company contributions to 401(k) / Profit Sharing Plan, non-elective contributions under 18 Non-Qualified Savings Plan and aggregate incremental cost of perquisites and personal benefits. (2) Retained services includes annual estimated costs for office space, security and transportation (ex-aviation).


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Appendix


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– Confidential – Prior Reclassifications With No Premium / Family / Founder Controlling Shareholder Prior reclassification transactions >$500mm market cap since 2001 Market Cap Premium Premium As % Company Date ($bn) ($mm) Of Mkt. Cap % Premium VMware Oct-21 $67.8 $0 0.0% 0% Victory Capital Sep-21 2.3 0 0.0% 0% Snowflake Mar-21 76.6 0 0.0% 0% SunPower Sep-11 1.1 0 0.0% 0% Mueller Water Oct-09 0.7 0 0.0% 0% Chipotle Oct-09 2.6 0 0.0% 0% Time Warner Cable May-08 30.5 0 0.0% 0% Triarc Companies Apr-08 0.6 0 0.0% 0% GameStop Dec-06 4.2 0 0.0% 0% Eagle Materials Jan-06 2.3 0 0.0% 0% Gartner Inc. Feb-05 1.0 0 0.0% 0% Curtiss Feb-05 1.1 0 0.0% 0% Agere Systems Dec-04 2.4 0 0.0% 0% FECI Feb-03 0.9 0 0.0% 0% Freeport-McMoran Feb-02 2.1 0 0.0% 0% Conoco Jul-01 17.3 0 0.0% 0% SAP Feb-01 48.8 0 0.0% 0% Raytheon Feb-01 12.2 0 0.0% 0% Waddell Reed Dec-00(1) 3.0 0 0.0% 0% 20 Source: Company filings, Wall Street research and FactSet. (1) Reclassification completed April 2001.


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– Confidential – Selected Prior Share Reclassification Situations Represents selected prior reclassification situations since 2000 for companies with >$500mm market capitalization at announcement Total High Vote HV / LV Ann. Prem. Date Equity Val. Votes Economic Voting Exchange Cash / Stock Exchange % of Company Ann. @ Ann. (H / L) (Pre / Post) (Pre / Post) Ratio Mix Prem.(1) Mkt Cap Stewart Info 01/16 $0.8 1 / 1 4% / 4% 4% / 4% 1.00x 26% / 74% 35% 1.5% / Forest City 12/16 4.8 10 / 1 7% / 9% 44% / 9% 1.31x — / 100% 31% 2.2% Hubbell 08/15 5.8 20 / 1 12% / 12% 74% / 12% 1.00x 22% / 78% 28% 3.4% Reader’s Digest 10/02 1.5 1 / — 12% / 15% 100% / 15% 1.22x 71% / 29% 22%(2) 2.7% Family Premium Sotheby’s(3) 09/05 1.1 10 / 1 22% / 12% 62% / 12% 0.51x 58% / 42% 19% 4.3% / Robert Mondavi 08/04 0.6 10 / 1 36% / 40% 85% / 40% 1.17x — / 100% 17% 5.9% Reclassifications CTE 04/03 0.9 15 / 1 9% / 9% 58% / 9% 1.09x — / 100% 9% 0.8% Selected Aaron’s Inc. 09/10 1.3 1 / — 14% / 14% 100% / 14% 1.00x — / 100% -—- Founder Median 12% / 12% 68% / 12% 1.05x 21% 2.5% Prior Mean 15% / 14% 66% / 14% 1.04x 20% 2.6% National Research 09/17 $0.8 1 / 0.01 14% / 14% 94% / 14% 1.00x 36% / 64% 57% 8.3% Excluded Founder/ Family Alberto-Culver 10/03 3.6 1 / 0 55% / 55% 92% / 55% 1.00x — / 100% -—-Snowflake 03/21 $76.6 10 / 1 82% / 82% 98% / 82% 1.00x — / 100% -—-VMware 10/21 67.8 10 / 1 73% / 73% 96% / 73% 1.00x — / 100% -—-SAP 02/01 48.8 1 / — 58% / 58% 100% / 58% 1.00x — / 100% -—-Time Warner Cable 05/08 30.5 10 / 1 8% / 8% 45% / 8% 1.00x — / 100% -—-Conoco 07/01 17.3 5 / 1 70% / 70% 92% / 70% 1.00x — / 100% -—-Raytheon 02/01 12.2 1 / 1(4) 70% / 70% 70% / 70% 1.00x — / 100% -—-GameStop 12/06 4.2 10 / 1 39% / 39% 87% / 39% 1.00x — / 100% -—-Waddell Reed 12/00 3.0 5 / 1 48% / 48% 82% / 48% 1.00x — / 100% -—-Chipotle 10/09 2.6 10 / 1 52% / 52% 92% / 52% 1.00x — / 100% -—-Agere Systems 12/04 2.4 1 / 1(4) 52% / 52% 52% / 52% 1.00x — / 100% -—-Victory Capital 09/21 2.3 10 / 1 76% / 76% 97% / 76% 1.00x — / 100% -—-Premium Eagle Materials 01/06 2.3 1 / 1(5) 48% / 48% 48% / 48% 1.00x — / 100% -—-Reclassifications Freeport-McMoran 02/02 2.1 1 / 1(4) 61% / 61% 61% / 61% 1.00x — / 100% -—-No SunPower 09/11 1.1 8 / 1 42% / 42% 85% / 42% 1.00x — / 100% -—-Prior Curtiss 02/05 1.1 1 / 1(4) 41% / 41% 41% / 41% 1.00x — / 100% -—-Gartner Inc. 02/05 1.0 1 / 1(4) 20% / 20% 20% / 20% 1.00x — / 100% -—-FECI 02/03 0.9 1 / 1(4) 54% / 54% 54% / 54% 1.00x — / 100% -—-Mueller Water 10/09 0.7 8 / 1 74% / 74% 96% / 74% 1.00x — / 100% -—-Triarc Companies 04/08 0.6 1 / 0.1 31% / 31% 82% / 31% 1.00x — / 100% -—- Median 52% / 52% 82% / 52% 1.00x -—-Mean 50% / 50% 71% / 50% 1.00x -—- Source: Company filings and FactSet. Includes companies above $500mm equity value at announcement of reclassification. Note: Excludes National Research in 2017 as the high vote shares were entitled to 6x dividend of the low vote shares and the high vote shares historically traded at a significant premium to low vote shares (including at a 56% premium immediately prior to the announcement of the reclassification). Excludes Alberto-Culver in 2003 due to the right of the Board to convert the low vote shares into high vote shares at a one-for-one ratio. (1) Defined as ((Exchange Ratio + Cash Consideration) / Low Vote Shares—1) on last trading day prior to announcement. (2) Based on 1.22x exchange ratio offered for portion of family shares and other 21 shareholders representing 50% of high vote shares. Excludes additional cash premium for portion of family shares. (3) Only Family Class B shares were exchanged at premium for cash and stock. Remaining Class B shares were automatically converted to Class A according to the Articles as outstanding Class B shares represented <50% of aggregate votes. (4) Class B entitled to elect 80% of Directors. Same voting power on all other matters. (5) Class B shares entitled to elect 85% of Directors. Same voting power on all other matters.


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– Confidential – Summary Of Gemini Share Classes Class A Class B Class 1 159.3mm 23.2mm 2.2mm Shares (Sands hold 7.1mm shares / 4.4% (Sands hold 22.8mm shares / 98.2% (Sands hold 2.2mm shares / 97.7% Outstanding(1) of Class A outstanding shares) of Class B outstanding shares) of Class 1 outstanding shares(2)) Voting Rights 110—Economic / (3) 86% / 41% 13% / 59% 1% /—Voting ï,§ Entitled to elect 25% of the ï,§ Each share of Class B is ï,§ Options represent majority of Board of Directors, voting as a convertible into one fully paid Class 1 shares separate class share of Class A at any time ï,§ Convertible into Class A by holder common shares on a 1:1 basis – Holders of Class A and at any time the option holder Class B, voting as one class, ï,§ May receive cash dividends chooses, provided the holder are entitled to elect the Context immediately sells the Class A remaining Directors sharesï,§ Entitled to cash dividends equal ï,§ May receive cash dividends to at least 10% greater than the Class B and Class 1 shares when cash dividends declared on Class B and Class I Source: Company filings. (1) Sands share count calculated from 2022 annual proxy as of May 13, 2022, while Class A and Class B total shares outstanding calculated as of June 28, 2022 and Class 1 shares calculated using latest 10K. (2) Excludes portion of Class 1 shares held in exercisable stock options. 22 (3) Calculated with Class A and Class B basic shares outstanding as of June 28, 2022 and Class 1 basic shares using latest 10K. Economic interests calculated as number of shares per class divided by total basic shares outstanding in Class A, Class B and Class 1 combined.

Exhibit (c)(2)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials June 28, 2022


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


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– Confidential Draft – Situation Background On April 4, Gemini announced that it had received a letter from its controlling shareholders, the Sands family, proposing a reclassification whereby each share of Class B stock (10 votes) would be converted into 1.35 shares of Class A stock (1 vote) – Gemini also announced that it had established a Special Committee to evaluate the proposal The Sands letter (disclosed in a 13-D filing) indicated that a reclassification would result in decreased Sands voting control from ~60% to ~20%, a structure that is better aligned with “one vote per share” governance & increased market demand for the stock – The letter also indicated that the Sands family would be pleased to maintain its ability to control the Company through its holdings of Class A and Class B shares, if the Board or shareholders preferred The letter did not address any potential corporate governance changes to shift the Company’s governance policies toward the policies of a public non-controlled company following the proposed reclassification Centerview was engaged by the Special Committee to help evaluate and negotiate the proposed share reclassification transaction Throughout May and June, the Special Committee’s advisors had numerous back-and-forth discussions with the Sands’ advisors regarding the potential premium and corporate governance changes / other restrictions that would occur following the reclass Today the Special Committee is recommending to the Board a reclassification transaction whereby each share of Class B stock will be exchanged for 1 share of Class A stock plus $64.64 per share in cash ($1.50 billion of aggregate cash consideration) Implies a premium of 26% based on the Class A closing stock price on June 28 and a premium of 27% based on the Class A volume weighted average price since the public disclosure of the Sands letter on April 4 – Sands family voting control to decline from ~60% to ~16% following the reclassification, in-line with their current economic ownership given the premium will be paid in cash 2 Source: Company filings.


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– Confidential Draft – Summary Of Reclassification Terms Each share of Class B common stock to be exchanged for one share of Class A common stock plus $64.64 Consideration in cash ($1.50bn in aggregate cash premium to be paid to Class B stockholders) Implies a 26% premium based on Class A closing stock price on June 28, 2022 Sands family stake subject to 3 year lock-up Customary registration rights (with transfer restrictions during lock-up period) Monetization / Permitted exemption for up to 25% of remaining stake during lock-up period, during which Lock-up – Sales, including block trades, underwritten offerings, and daily open market trading limited to 2% of market capitalization in any 6 month period, of which 1% can be open market trades limited to 15% of past 20 day ADTV – Permitted to sell in excess of 6 month and ADTV restrictions in Company-led broadly marketed transactions Board to adopt anti-pledging policy covering shares beneficially owned by directors – Exception for Sands family: – For the first 5 years, pledging limit equal to the higher of (x) number of shares having dollar value of shares currently Pledging pledged as of signing or (y) number of shares currently pledged as of signing; – After 5 years, capped at higher of (x) number of shares having dollar value of $3bn or (y) number of shares pledged as of the later of (i) the time of the most recent pledging transaction and (ii) the 5 year anniversary, which in either case had a value not in excess of $3bn Restrictions on increasing stake and making proposals, no public criticism(1) for 5 years Standstill – Sands family representatives to leave Board if family wishes to engage in any such activities (including opposing M&A) after the 5 year period For the first 5 years, 2 Board members if >10% stake; 1 Board member if >5% stake Nomination Rights After 5 years, 1 Board member if >5% stake Board Roles Rob as non-executive Chairman and Richard as non-executive Board Director Comp. & Benefits Compensation in-line with customary non-executive Chairman and non-executive Board Director Rotation of Lead Independent Director position at next available normal cycle opportunity Governance Majority vote standard for director elections Indemnification & Company to reimburse 50% of documented Sands family transaction expenses(2) Expenses Limited scope indemnification for Sands family 3 (1) Restrictions on public criticism to be reciprocal. (2) Sands have indicated total transaction expenses will not exceed $20mm.


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– Confidential Draft – Premium At Reference Stock Prices Assumes premium of $64.64 per share Plan is to select focus metrics once day prior closing share pricing / rolling VWAPS are final Current Final Premium at Current Period Reference Price Reference Price Reference Price Last Closing Price (6/28/22) $245.52 ? 26.3% $244.24 5-Day VWAP (6/23/22) +1 more day 26.5% (4 days) $234.54 10-Day VWAP (6/15/22) +1 more day 27.6% (9 days) $236.67 20-Day VWAP (6/1/22) +1 more day 27.3% (19 days) $243.16 Since 13D VWAP (4/4/22) +1 more day 26.6% (59 days) 4 Source: Company filings and Bloomberg.


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– Confidential Draft – Key Factors Analyzed 1 Aligns Gemini’s governance with the vast majority of other public companies, consistent with the stated policies Rationale for of important institutional shareholders, influential shareholder advocacy groups and proxy advisors Reclassification Key additional factors include the expansion of the potential investor base for Gemini stock and feedback / support received from Gemini’s top stockholders regarding the potential benefits of a reclassification 2 Reviewed 29 selected prior reclassification situations where high / low vote structure was collapsed in companies Prior with greater than $500mm market capitalization since 2001 Reclassification In selected situations with a premium / family / founder controller (8 of 29), the range of premiums paid to the Situations controlling shareholder based on the unaffected share price prior to announce is 0 to 35%, with a median of 21% 3 Historical Analyzed trading dynamics of Class A and Class B shares for the last ~20 years Trading Over last 5 years, Class B shares frequently traded at 0.0%—0.5% premium above the Class A share price Dynamics Class B shares are fairly illiquid and trading volume has been on average less than 1% of Class A trading volume 4 Sum-of-the-parts and regression analysis, based on publicly-traded beer, wine and spirit companies Trading – Implies Gemini may be trading at a discount P/E multiple vs. peers based on its growth and margin profile Multiple Summary of Gemini Wall Street analyst perspectives and target stock prices Analysis – Analyst commentarty regarding the potential benefits of a reclassification Estimated value of potential savings from reduced annual compensation from reduced / non-exec roles for the Sands Compensation Current Rob and Richard compensation vs. estimated non-executive compensation suggests ~$17mm annual savings Analysis – Implies ~$280mm potential value from savings, assuming ~20% tax rate and Gemini P/E multiple of ~21x 5 Source: Company filings, Wall Street research and FactSet. 5


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1 Rationale For Reclassification – Confidential Draft – Summary Rationale For The Share Reclassification Aligns Gemini with the vast majority of other public companies, consistent with the stated policies of Shareholder Friendly / important institutional shareholders, influential shareholder advocacy groups and proxy advisors One Share One Vote Simplified capital structure with a single class of stock Alignment of voting power and economic ownership for all shareholders 26% premium(1) is below the premium paid to the controlling shareholder in each of the three most recent / Reasonable Premium relevant reclassification transactions vs. Precedents – Includes Forest City in 2016 (31%), Stewart Information in 2016 (35%) and Hubbell in 2015 (28%) Non-executive roles for Robert and Richard Sands, including removal of Vice Chair role Modern – Annual compensation and benefits to be in-line with non-executive roles Governance Rotation of Lead Independent Director position at next available normal cycle opportunity Policies Adoption of majority vote standard for director elections Adoption of an anti-pledging policy, with limitations that increase over time for Sands family Expand Potential Potential to increase / diversify shareholder base Investor Base – Some investors / funds may not hold company stock with dual class structures Sum-of-the-parts and regression analyses indicate Gemini may be trading at a discount vs. peers Potential Addresses investor questions about impact of control on strategy and capital allocation For Additional Wall Street analyst perspectives are favorable / supportive of a reclassification Shareholder Value Reduction of Rob and Richard Sands compensation and benefits by estimated ~$17mm annually Creation – Implies ~$280mm potential value from savings, assuming ~20% tax rate and Gemini P/E multiple of ~21x Following the receipt of the Sands’ initial proposal, the Special Committee conducted an in-depth analytical review over numerous meetings together with its financial and legal advisors Analysis and Heavily negotiated the reclassification terms and governance improvements over multiple rounds of back-Evaluation by the and-forth discussions, securing the best transaction for the Class A stockholders and in the long-term Special Committee interest of the Company Evaluated feedback from several of Gemini’s top stockholders regarding the potential benefits of a reclassification to the Company 6 Source: Company filings, Wall Street research and FactSet. (1) Based on prior day Class A closing stock price.


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2 Prior Reclassification Situations – Confidential Draft – Prior Family / Founder / Premium Share Reclassification Situations Prior reclassification transactions >$500mm market cap since 2001 Market Cap Premium As % Company Date ($bn) Of Mkt. Cap % Premium Forest City Dec-16 $4.8 2.2% 31% Stewart Info Jan-16 0.8 1.5% 35% Hubbell Aug-15 5.8 3.4% 28% Aaron’s Inc. Sep-10 1.3 0.0% 0% Sotheby’s Sep-05 1.1 4.3% 19% Robert Mondavi Aug-04 0.6 5.9% 17% CTE Apr-03 0.9 0.8% 9% Reader’s Digest Oct-02 1.5 2.7% 22% Median $1.2 2.5% 21% Mean 2.1 2.6% 20% Gemini(1) $46.1 3.3% 26% Source: Company filings, Wall Street research and FactSet. Note: Excludes National Research in 2017, exchanged at 57% premium per high vote share (8.3% of market cap). The National Research high vote shares were entitled to 6x dividend of the low vote shares and the high vote shares historically traded at a significant premium to low vote shares (including at a 56% premium immediately prior to the announcement of the reclassification). Excludes Alberto-Culver in 2003 which was a 0% premium 7 transaction. The Alberto-Culver Board had the right to convert the low vote shares into high vote shares at a one-for-one ratio. (1) Metrics based on prior day Class A closing stock price.


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3 Historical Trading Dynamics – Confidential Draft – Gemini Class A & Class B Historical Stock Prices And Returns Trading Performance Over Last 20 Years 4/4/22: $300 Gemini discloses receipt of proposal Gemini Class A & Class B Annual Trading Summary to Date Class B (1) (1) (1)(2) to reclassify at 1.35 exchange ratio 20-Year 10-Year 5-Year 1-Year 6-Mo 3-Mo 13-D $279.60 Class A share price: (1.7%) B premium Class A CAGR To Date +14.6% +24.7% +6.1% +7.0% (1.4%) +7.0% +5.1% Class B share price: +16.4% to A of $250 Class B CAGR To Date +15.5% +26.3% +9.0% +21.7% +12.1% +23.8% +19.2% Class A +13.9% Avg. Class B % Prem. To Class A(3) +0.3% +0.5% +0.8% +3.1% +6.2% +11.8% +12.8% $245.52 Avg. Class B Vol. as % of Class A(3) 0.09% 0.09% 0.02% 0.01% 0.02% 0.03% 0.02% Very limited Class B stock trading volumes $200 $150 $100 $50 Class B $15.75 Class A $16.00 – Jun-02 Jun-07 Jun-12 Jun-17 Jun-22 Class A Price Class B Price Source: Company filings, Wall Street research and FactSet. (1) 6-month, 3-month and since 13-D trading performance not annualized. 8 (2) Since the day prior to the public 13-D disclosure of Sands letter to Gemini Board on April 4, 2022. (3) Represents averages of daily values over respective time periods. Since 13-D averages based on data beginning day of public disclosure of Sands letter on April 4, 2022.


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4 Trading Multiple Analysis – Confidential Draft – Observations On Gemini’s P/E Multiple Sum-Of-The-Parts Analysis Regression Analysis (50% Credit) Low High Revenue Growth EBIT Margin Implied NTM P/E Multiple 22.6x 24.7x 22.9x 24.8x Current NTM P/E Multiple 21.1x 21.1x 21.1x 21.1x Implied â^† NTM P/E Discount (1.4x) (3.6x) (1.8x) (3.6x) Implied Market Cap Discount ($bn)(1) ($3.1) ($7.8) ($3.9) ($8.0) Implied Market Cap Discount % (7%) (17%) (9%) (17%) Source: Company filings, Wall Street research and FactSet. 9 (1) Total market cap calculated using Class A stock price. Includes impact of dilution from outstanding options, RSUs and PSUs. (2) Class A calculated as Gemini FDSO (~186mm) excluding current Class B shares (~23mm), assuming no premium to Class B shares.


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4 Trading Multiple Analysis – Confidential Draft – Summary Gemini Financial Profile Gemini expected revenue CAGR of +7% (+8% for Beer and +3% for Wine & Spirits)(1) – Expected EBIT margin of 33% (~36% for Beer and 23% for Wine & Spirits)(1) ’23-’25E Gemini Financials (Fiscal Year Ending February 28) CAGR $10,735 7% $10,037 $9,394 3% $8,821 2,176 $7,973 2,102 Wine & 2,036 2,069 Spirits 1,898 8% 7,935 8,559 Beer 6,752 7,358 6,075 Revenue Growth % 2021A PF 2022A 2023E 2024E 2025E Total 11% 6% 7% 7% Wine & Spirits 9% (2%) 3% 4% Beer 11% 9% 8% 8% EBIT 10% $3,715 Mix $3,382 $2,936 $3,080 595 $2,745 496 554 10% Wine & 471 15% 467 Spirits 3,387 10% EBIT Beer 2,703 2,815 85% 3,074 2,494 (Excluding Corporate (217) (238) (231) (246) (267) Canopy) Margin %(2) 2021A PF 2022A 2023E 2024E 2025E Total 34% 33% 33% 34% 35% Wine & Spirits 23% 21% 23% 25% 26% Beer 38% 37% 36% 36% 37% Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in millions. FY’21A financials pro forma for Wine & Spirits divestitures. 10 (1) Based on FY’23-FY’25 consensus expected revenue growth and FY’23 consensus EBIT margin. (2) Corporate cost allocation based on EBIT contribution by segment. EBIT CAGRs shown exclude corporate.


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4 Trading Multiple Analysis – Confidential Draft – Gemini Benchmarking vs. Publicly Traded Alcohol Companies CY’22-’24E Revenue CY’22E EBIT Margin Price / NTM EPS Gemini (Beer) 8% Gemini (Beer) 36% (1) Boston Beer 23.1x Heineken 6% AB InBev 26% Carlsberg 18.6x Boston Beer 6% Heineken 16% Heineken 18.5x Carlsberg 5% Carlsberg 15% AB InBev 15.5x Beer AB InBev 5% Molson Coors 13% Kirin 14.8x Asahi 3% Boston Beer 9% Asahi 14.3x Kirin 3% Asahi 9% Molson Coors 13.4x Molson Coors 1% Kirin 8% Median: 15.5x Median: 5% Median: 13% Vintage Wine 17% Brown-Forman 31% Brown-Forman 35.6x (2) Duckhorn 9% Diageo 31% Campari 31.0x Remy Cointreau 9% Pernod Ricard 28% Remy Cointreau 30.0x Becle 9% Duckhorn 28% Duckhorn 29.5x Wine & FY’25 Treasury Wine 7% Remy Cointreau 27% expected 26% Becle 22.9x Spirits (W&S) Diageo 7% Gemini (W&S) 22%(1) Diageo 22.7x Campari 6% Treasury Wine 22% Treasury Wine 21.1x Pernod Ricard 6% Campari 20% Pernod Ricard 20.4x Brown-Forman 5% Becle 20% Vintage Wine 18.3x Gemini (W&S) 3% Vintage Wine 11% Median: 7% Median: 27% Median: 22.9x 11 Source: Company filings, Wall Street research and FactSet. (1) Corporate cost allocation based on EBIT contribution by segment. (2) Represents CY’22E – CY’23E growth rates due to lack of availability of CY’24E estimates.


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4 Trading Multiple Analysis – Confidential Draft – Sum-Of-The-Parts Analysis Weighted Average P/E Multiple Commentary EBIT % Price / NTM EPS Multiple Contribution Contribution(1) Low High Low High Beer 85% 23.0x – 25.0x 19.6x – 21.3x Highest growth and margin among beer peers Low-to-mid growth and margin profile among Wine & Spirits 15% 20.0x – 23.0x 3.0x – 3.4x wine and spirits peers Implied Weighted Avg. P/E 22.6x – 24.7x Gemini Current P/E 21.1x – 21.1x Implied P/E Multiple Discount (%) (6%) – (14%) Implied P/E Multiple Discount (1.4x) – (3.6x) 12 Source: Company filings, Wall Street research and FactSet. (1) Based on fiscal year 2023 (ending February 28) EBIT contributions.


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4 Trading Multiple Analysis – Confidential Draft – Regression Analysis Revenue Growth vs. NTM P/E Operating Margin vs. NTM P/E 40.0x Correlation = 68% 40.0x Correlation = 61% 35.0x 35.0x 30.0x 30.0x Implied Gemini Implied Gemini (32.9%, 28.4x ) (6.9%, 24.7x) 50% Credit 25.0x 25.0x (32.9%, 24.8x) 50% Credit P/E (6.9%, 22.9x) P/E Current Gemini Current Gemini 20.0x 20.0x (32.9%, 21.1x) NTM (6.9%, 21.1x) NTM 15.0x 15.0x 10.0x 10.0x 5.0x 5.0x 0.0x 0.0x — 2.0% 4.0% 6.0% 8.0% 10.0% — 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% ’22E – ’24E Revenue Growth ’22E Operating Margin Beer, wine & spirits companies Source: Company filings, Wall Street research and FactSet. 13 Note: Beer, wine & spirits companies include AB InBev, Asahi, Boston Beer, Brown-Forman, Campari, Carlsberg, Diageo, Duckhorn, Heineken, Kirin, Molson Coors, Pernod Ricard, Remy Cointreau and Treasury Wine. Correlations exclude Gemini.


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4 Trading Multiple Analysis – Confidential Draft – Summary Analyst Perspectives On Gemini Stock Analyst Price Targets Select Analyst Commentary 12M Price PT Upside/ Implied (1) “Target is based upon ~21.5x blended multiple on Broker Rating Target (Downside) NTM P/E F2024/C2023 EPS ex Canopy, plus $7 market value of Buy $305 +23% 22.7x Canopy stake. Multiple is based upon 22x for Beer (>85% Buy 300 +21% 22.4x of F2024E EBIT) and ~19x for the remaining Wine & Spirits business.” Buy 298 +20% 22.2x Buy 295 +19% 22.0x (June 2022) Buy 285 +15% 21.2x Buy 282 +14% 21.0x Buy 280 +13% 20.9x “Our $294 PT is based on $288/share for core STZ (ex Buy 275 +11% 20.5x Canopy) based on ~21x FY24E EPS plus ~$6/share for Buy 275 +11% 20.5x STZ’s Canopy investment (30% discount to market value). Buy 275 +11% 20.5x Our 21x target multiple is below STZ’s ~23x last 3 Buy 272 +10% 20.3x year NTM P/E average.” Buy 270 +9% 20.1x (April 2022) Buy 268 +8% 20.0x Hold 265 +7% 19.8x Hold 248 +0% 18.5x “Our $283 price target is predicated on a ~24.3x P/E Hold 245 (1%) 18.3x multiple (+5% premium to large cap Staples) on our CY22 core EPS of $11.45. We then layer in a $5 value for Hold 245 (1%) 18.3x Hold 243 (2%) 18.1x the company’s stake in Canopy Growth…” (April 2022) Median $275 +11% 20.5x 14 Source: Wall Street research, Bloomberg and FactSet. (1) Based on 12 month EPS ending June 2024.


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4 Trading Multiple Analysis – Confidential Draft – Summary Analyst Perspectives On A Gemini Reclassification Analyst Commentary “We ultimately view the declassification as the right thing to do from a governance standpoint and in terms of establishing longer term strategic flexibility to issue shares without having to worry about a holder of super majority voting shares balking at giving up hard control” “[The Sands family] has proposed that the company collapse its dual-class structure into one single class of shares… we thinkthisisan important step forward of the company in terms of corporate governance…” “[The April 4] announcement suggests a willingness to evolve the control of the company to public shareholders, and should de-risk [Gemini’s] multiple, which has been depressed on M&A speculation and frustration at the lack of investor influence on capital allocation decisions” “With de-classification, strategic control will shift to Class A shareholders and major concerns around capital allocation should diminish. Weexpectthistobeattractivetolong-only investors inparticular. This new capital structure can also make [Gemini] equity more attractive for transactions” “Conversion is something the Sands’ family has been considering for quite some time and reinforces confidence in CEO Bill Newlands (first non-family CEO)” “We believe this is a positive catalyst for stock as it removes a key overhang. If approved by the company’s Board, the potential transaction could attract additional investor interest in the stock from those who prefer single-class structures, as well as increase investor comfort in [Gemini’s] capital allocation plan” “Weviewthismoveaspositiveas1/ investors prefer companies with a single-class stock structure to have more control on the company decisions, 2/ this should improve governance, which has been an issue in our view” “Investors we have spoken with generally agree that Sands’ Family voting control, through ownership of Class B shares, has long been a difficult to quantify overhang on [Gemini’s] multiple” “We think shareholders will ultimately welcome the proposal, as it better aligns [Gemini’s] corporate governance to better reflect the economic vs. voting power in exchange for ~4% EPS dilution and could also lead to a more independent board and better capital allocation in the future” “We believe investors would react favorably to [Gemini] consolidating into a single share class … we think some of the stock’s valuation discount in our minds around capital allocation concerns will be reduced, and higher valuation will probably offset EPS dilution potential” “We view the proposed removal of [Gemini] dual-class share structure favorably as it would remove the voting control of the Sands family and alleviate concerns on capital allocation…We believe market concerns on capital allocation have been a major limiting factor for [Gemini’s] stock” “Shareholders gaining more control is a net positive for the longer term, even if there is likely a valid debate around “what cost” is required for gaining said control.” 15 Source: Wall Street research. Note: Analyst commentary from reports published following the public disclosure of the reclassification proposal in April 2022.


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5 Compensation Analysis – Confidential Draft – Analysis Of Reduced Executive Compensation There may be potential value from reduced compensation available to Gemini if the Sands’ roles are reduced to non-executive chairman and director, based on other large scale public consumer company compensation benchmarks Of the 46 Consumer Discretionary / Staples companies in the S&P 500 with market caps between $20bn and $100bn evaluated, 14 had non-executive, independent Chairman separate from the CEO; median compensation was $403K Potential Savings Analysis Pro Forma Value Of Savings Impact Robert Sands—Executive Chairman Total Sands Annual Compensation Savings $16.6 FY’22 Salary $1.0 Stock / Option Awards 4.1 (-) Taxes @ 20% Rate (3.3) Other Compensation(1) 4.3 After-Tax Annual Sands Compensation Savings $13.3 Total FY’22 Compensation $9.4 Median Peer Based Non-Exec Chairman Comp. $0.4 Gemini NTM P/E Multiple 21.1x Potential Robert Sands Annual Comp. Savings $9.0 Estimated Compensation Value $280 Richard Sands—Executive Vice Chairman FY’22 Salary $0.9 Stock / Option Awards 3.5 Other Compensation(1) 3.6 Total FY’22 Compensation $7.9 Gemini Non-Management Director Retainer Fee $0.1 Gemini Annual Equity Grants 0.2 Potential Director Compensation $0.3 Potential Richard Sands Annual Comp. Savings $7.6 Total Sands Annual Compensation Savings $16.6 Source: Company filings. Note: U.S. Dollars in millions. (1) Represents amounts earned under AMIP for Fiscal 2022, 2021 and 2020, Company contributions to 401(k) / Profit Sharing Plan, non-elective contributions 16 under Non-Qualified Savings Plan and aggregate incremental cost of perquisites and personal benefits. (2) Assumes estimated future value of after-tax savings valued at Gemini P/E of ~21x.


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Appendix


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– Confidential Draft – Prior Reclassifications With No Premium / Family / Founder Controlling Shareholder Prior reclassification transactions >$500mm market cap since 2001 Market Cap Premium Premium As % Company Date ($bn) ($mm) Of Mkt. Cap % Premium VMware Oct-21 $67.8 $0 0.0% 0% Victory Capital Sep-21 2.3 0 0.0% 0% Snowflake Mar-21 76.6 0 0.0% 0% SunPower Sep-11 1.1 0 0.0% 0% Mueller Water Oct-09 0.7 0 0.0% 0% Chipotle Oct-09 2.6 0 0.0% 0% Time Warner Cable May-08 30.5 0 0.0% 0% Triarc Companies Apr-08 0.6 0 0.0% 0% GameStop Dec-06 4.2 0 0.0% 0% Eagle Materials Jan-06 2.3 0 0.0% 0% Gartner Inc. Feb-05 1.0 0 0.0% 0% Curtiss Feb-05 1.1 0 0.0% 0% Agere Systems Dec-04 2.4 0 0.0% 0% FECI Feb-03 0.9 0 0.0% 0% Freeport-McMoran Feb-02 2.1 0 0.0% 0% Conoco Jul-01 17.3 0 0.0% 0% SAP Feb-01 48.8 0 0.0% 0% Raytheon Feb-01 12.2 0 0.0% 0% Waddell Reed Dec-00(1) 3.0 0 0.0% 0% 18 Source: Company filings, Wall Street research and FactSet. (1) Reclassification completed April 2001.


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– Confidential Draft – Selected Prior Share Reclassification Situations Represents selected prior reclassification situations since 2000 for companies with >$500mm market capitalization at announcement Total High Vote HV / LV Ann. Prem. Date Equity Val. Votes Economic Voting Exchange Cash / Stock Exchange % of Company Ann. @ Ann. (H / L) (Pre / Post) (Pre / Post) Ratio Mix Prem.(1) Mkt Cap Stewart Info 01/16 $0.8 1 / 1 4% / 4% 4% / 4% 1.00x 26% / 74% 35% 1.5% / Forest City 12/16 4.8 10 / 1 7% / 9% 44% / 9% 1.31x — / 100% 31% 2.2% Hubbell 08/15 5.8 20 / 1 12% / 12% 74% / 12% 1.00x 22% / 78% 28% 3.4% Reader’s Digest 10/02 1.5 1 / — 12% / 15% 100% / 15% 1.22x 71% / 29% 22%(2) 2.7% Family Premium Sotheby’s(3) 09/05 1.1 10 / 1 22% / 12% 62% / 12% 0.51x 58% / 42% 19% 4.3% / Robert Mondavi 08/04 0.6 10 / 1 36% / 40% 85% / 40% 1.17x — / 100% 17% 5.9% Reclassifications CTE 04/03 0.9 15 / 1 9% / 9% 58% / 9% 1.09x — / 100% 9% 0.8% Selected Aaron’s Inc. 09/10 1.3 1 / — 14% / 14% 100% / 14% 1.00x — / 100% -—- Founder Median 12% / 12% 68% / 12% 1.05x 21% 2.5% Prior Mean 15% / 14% 66% / 14% 1.04x 20% 2.6% National Research 09/17 $0.8 1 / 0.01 14% / 14% 94% / 14% 1.00x 36% / 64% 57% 8.3% Excluded Founder/ Family Alberto-Culver 10/03 3.6 1 / 0 55% / 55% 92% / 55% 1.00x — / 100% -—-Snowflake 03/21 $76.6 10 / 1 82% / 82% 98% / 82% 1.00x — / 100% -—-VMware 10/21 67.8 10 / 1 73% / 73% 96% / 73% 1.00x — / 100% -—-SAP 02/01 48.8 1 / — 58% / 58% 100% / 58% 1.00x — / 100% -—-Time Warner Cable 05/08 30.5 10 / 1 8% / 8% 45% / 8% 1.00x — / 100% -—-Conoco 07/01 17.3 5 / 1 70% / 70% 92% / 70% 1.00x — / 100% -—-Raytheon 02/01 12.2 1 / 1(4) 70% / 70% 70% / 70% 1.00x — / 100% -—-GameStop 12/06 4.2 10 / 1 39% / 39% 87% / 39% 1.00x — / 100% -—-Waddell Reed 12/00 3.0 5 / 1 48% / 48% 82% / 48% 1.00x — / 100% -—-Chipotle 10/09 2.6 10 / 1 52% / 52% 92% / 52% 1.00x — / 100% -—-Agere Systems 12/04 2.4 1 / 1(4) 52% / 52% 52% / 52% 1.00x — / 100% -—-Victory Capital 09/21 2.3 10 / 1 76% / 76% 97% / 76% 1.00x — / 100% -—-Premium Eagle Materials 01/06 2.3 1 / 1(5) 48% / 48% 48% / 48% 1.00x — / 100% -—-Reclassifications Freeport-McMoran 02/02 2.1 1 / 1(4) 61% / 61% 61% / 61% 1.00x — / 100% -—-No SunPower 09/11 1.1 8 / 1 42% / 42% 85% / 42% 1.00x — / 100% -—-Prior Curtiss 02/05 1.1 1 / 1(4) 41% / 41% 41% / 41% 1.00x — / 100% -—-Gartner Inc. 02/05 1.0 1 / 1(4) 20% / 20% 20% / 20% 1.00x — / 100% -—-FECI 02/03 0.9 1 / 1(4) 54% / 54% 54% / 54% 1.00x — / 100% -—-Mueller Water 10/09 0.7 8 / 1 74% / 74% 96% / 74% 1.00x — / 100% -—-Triarc Companies 04/08 0.6 1 / 0.1 31% / 31% 82% / 31% 1.00x — / 100% -—- Median 52% / 52% 82% / 52% 1.00x -—-Mean 50% / 50% 71% / 50% 1.00x -—- Source: Company filings and FactSet. Includes companies above $500mm equity value at announcement of reclassification. Note: Excludes National Research in 2017 as the high vote shares were entitled to 6x dividend of the low vote shares and the high vote shares historically traded at a significant premium to low vote shares (including at a 56% premium immediately prior to the announcement of the reclassification). Excludes Alberto-Culver in 2003 due to the right of the Board to convert the low vote shares into high vote shares at a one-for-one ratio. (1) Defined as ((Exchange Ratio + Cash Consideration) / Low Vote Shares—1) on last trading day prior to announcement. (2) Based on 1.22x exchange ratio offered for portion of family shares and other 19 shareholders representing 50% of high vote shares. Excludes additional cash premium for portion of family shares. (3) Only Family Class B shares were exchanged at premium for cash and stock. Remaining Class B shares were automatically converted to Class A according to the Articles as outstanding Class B shares represented <50% of aggregate votes. (4) Class B entitled to elect 80% of Directors. Same voting power on all other matters. (5) Class B shares entitled to elect 85% of Directors. Same voting power on all other matters.


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– Confidential Draft – Summary Of Gemini Share Classes Class A Class B Class 1 161.0mm 23.2mm 2.2mm Shares (Sands hold 7.1mm shares / 4.4% (Sands hold 22.8mm shares / 98.2% (Sands hold 2.2mm shares / 97.7% Outstanding(1) of Class A outstanding shares) of Class B outstanding shares) of Class 1 outstanding shares(2)) Voting Rights 110—Economic / (3) 86.4% / 41.0% 12.4% / 59.0% 1.2% /—Voting Entitled to elect 25% of the Each share of Class B is Options represent majority of Board of Directors, voting as a convertible into one fully paid Class 1 shares separate class share of Class A at any time Convertible into Class A by holder common shares on a 1:1 basis – Holders of Class A and at any time the option holder Class B, voting as one class, May receive cash dividends chooses, provided the holder are entitled to elect the Context immediately sells the Class A remaining Directors shares Entitled to cash dividends equal May receive cash dividends to at least 10% greater than the Class B and Class 1 shares when cash dividends declared on Class B and Class I Source: Company filings. (1) Sands share count calculated from 2022 annual proxy as of May 13, 2022, while Class A and Class B total shares outstanding calculated as of Proxy record date of May 20, 2022 and Class 1 shares calculated using latest 10Q. (2) Excludes portion of Class 1 shares held in exercisable stock options. 20 (3) Calculated with Class A and Class B basic shares outstanding as of Proxy record date of May 20, 2022 and Class 1 basic shares using latest 10Q. Economic interests calculated as number of shares per class divided by total basic shares outstanding in Class A, Class B and Class 1 combined.

Exhibit (c)(3)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials June 27, 2022


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


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– Confidential Draft – Special Committee And Board Meeting Process / Timeline (June 28 & 29) Tuesday, June 28 6-7:30pm ET – Special Committee meeting – Potter/K&E review draft transaction documents • [K&E departs] – Centerview reviews draft fairness materials (based on Tuesday’s closing share prices) – Potter reviews draft Special Committee approval resolutions • [Centerview departs] – Potter fiduciary duty review – NOTE: No fairness opinion rendered; no resolutions voted upon Wednesday, June 29 4:30-5pm ET – Special Committee meeting – Potter/Centerview discuss any updates regarding the documents/negotiation since Tuesday meeting – Centerview summarizes changes reflected in final fairness materials (updated for Wednesday’s closing share prices) – Centerview renders verbal fairness opinion – Committee votes on resolutions Wednesday, June 29 5-6pm ET – Board meeting – Centerview presentation (management present; Rob and Richard not present) – Committee discussion/recommendation (management present; [Company counsel/Sands counsel to decide whether Rob and Richard are present]) – Other agenda items ([Company counsel to decide whether management is present; Company counsel/Sands counsel to decide whether Rob and Richard are present]) – Board vote on resolutions (Rob and Richard not present; [Company counsel to decide whether management is present]) 2


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– Confidential Draft – Premiums Analysis At Illustrative Reference Stock Prices Assumes premium of $64.64 per share Current Final Premium at Current Period Reference Price Reference Price Reference Price Last Closing Price (6/24/22) $245.50 ? 26.3% $242.42 5-Day VWAP (6/23/22) +3 more days 26.7% (2 days) $232.89 10-Day VWAP (6/15/22) +3 more days 27.8% (7 days) $235.86 20-Day VWAP (6/1/22) +3 more days 27.4% (17 days) $243.07 Since 13D VWAP (4/4/22) +3 more days 26.6% (57 days) 3 Source: Company filings and Bloomberg.


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– Confidential Draft – Summary Rationale For The Share Declassification Aligns Constellation with the vast majority of other public companies, consistent with the stated policies of Shareholder Friendly / important institutional shareholders, influential shareholder advocacy groups and proxy advisors One Share One Vote Simplified capital structure with a single class of stock Alignment of voting power and economic ownership for all shareholders [26%] premium is below the premium paid to the controlling shareholder in each of the three most recent / Attractive Premium relevant declassification transactions vs. Precedents – Includes Forest City in 2016 (31%), Stewart Information in 2016 (35%) and Hubbell in 2015 (28%) Non-executive roles for Robert and Richard Sands, including removal of Vice Chair role Modern – Annual compensation and benefits to be in-line with non-executive roles Governance Rotation of Lead Independent Director position Policies Adoption of majority vote standard for director elections Adoption of an anti-pledging policy, with limitations that increase over time for Sands family Expand Potential Potential to increase / diversify shareholder base Investor Base – Some investors / funds may not hold company stock with dual class structures Potential Potential for multiple expansion from removal of controlled-company structure For Additional Addresses investor questions about impact of control on strategy and capital allocation Shareholder Value Reduction of Robert and Richard Sands’ compensation and benefits by ~$17mm annually Creation – ~$280mm of potential value from savings, assuming a 20% tax rate and 21x current P/E multiple Following the receipt of the Sands initial proposal, the Special Committee conducted an in-depth analytical review over numerous meetings together with its financial and legal advisors Analysis and Heavily negotiated the declassification terms and governance improvements over multiple rounds of back-Evaluation by the and-forth discussions, securing the best transaction for the Class A stockholders and in the long-term Special Committee interest of the Company Evaluated feedback from several of Constellation’s top stockholders regarding the potential benefits of a declassification to the Company 4 Source: Company filings.


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– Confidential Draft – Shareholder Vote Communication Timeline And Process Prepare key pitch points for announcement, including those for both prepared remarks and Q&A – Include as much detail of pitch points as possible in separate press release Consider a pre-loaded “tick-tock” story with 1-2 major news outlets on embargo (depending on media interest); goal is to tell the Gemini story, fully Reach out to all major shareholders to inform them of the declassification Optimized Day 1 Offer to meet with all major shareholders (can be part of ordinary quarterly follow-up) Messaging those Important to reach out to shareholders that have given considerable feedback—in particular who have written substantial emails/letters (Harris Associates, T. Rowe Price, one other shareholder) – For these meetings, optimal to have a Special Committee member available for the discussion Schedule Day 1 calls with the sell side to discuss quarterly results as well as declassification details Innisfree to weigh in on any further shareholder activity Describe the declassification terms and the governance changes to be implemented Highlight key rationale for the declassification and benefits for the Company Key Points For Note that “majority-of-the-minority” shareholder approval will be required at a special meeting Announcement Include quotes from the Special Committee, Robert Sands and Bill Newlands explaining the merits and Press Release benefits of the declassification and governance changes for the Company Overview of the evaluation process undertaken by the Special Committee noting that additional information will be available in the Proxy 5


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– Confidential Draft – Shareholder Vote Communication Timeline And Process (Cont’d) Actively monitor feedback from first day(s) and proactively seek to address concerns Schedule further individual shareholder meetings as needed Consider scheduling a sell side meeting to discuss any follow-up points that the company feels need Subsequent to be addressed and/or corrected Week(s) Activity Be prepared to react in media and in individual shareholder meetings if any shareholder publicly protests transaction Consider proactively reaching out to ISS and other proxy advisors Innisfree to weigh in on any further shareholder activity Company and Innisfree to set up solicitation meetings in anticipation of final proxy Post- Create slide materials for use in solicitation meetings Preliminary Prepare voting models and solicitation strategy Proxy Assume [3-8] weeks for SEC review process Begin proxy solicitation (45 day solicitation period), most shareholders will wait until final 1-2 weeks Include Special Committee member(s) with top 20 shareholders Post-Final Meet with ISS and other proxy advisors as needed (2 weeks prior to vote) Proxy Update voting analyses as meeting date nears and implement contingency plans as needed Final shareholder meetings, if any, to address concerns needed to obtain votes 6

Exhibit (c)(4)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials June 25, 2022


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


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– Confidential Draft – Premium Comparison At Various Stock Prices Reference Premium Stock Price % Per Share $ Per Share Aggregate ($mm) To Sands ($mm) Jun 13 Closing Price (6/10) $239.09 29.0% $69.34 $1,609 $1,580 Greenhill 5D VWAP 243.72 29.0% 70.68 1,640 1,610 29.0% 20D VWAP 242.66 29.0% 70.37 1,633 1,603 Jun 15 Closing Price (6/15) $230.58 28.3% $65.25 $1,514 $1,487 Greenhill 5D VWAP 234.58 28.3% 66.38 1,541 1,513 28.3% 20D VWAP 239.99 28.3% 67.92 1,576 1,547 Jun 22 Closing Price (6/21) $234.94 28.0% $65.78 $1,527 $1,499 Sands Letter 5D VWAP 229.13 28.0% 64.16 1,489 1,462 28.0% 20D VWAP 237.61 28.0% 66.53 1,544 1,516 Jun 24 Closing Price (6/23) $239.35 23.5% $56.25 $1,305 $1,282 Committee Letter 5D VWAP 232.57 23.5% 54.65 1,268 1,245 23.5% 20D VWAP 237.09 23.5% 55.72 1,293 1,269 Jun 24 Closing Price (6/23) $239.35 28.0% $67.02 $1,555 $1,527 Implied Sands 5D VWAP 232.57 28.0% 65.12 1,511 1,484 28.0% 20D VWAP 237.09 28.0% 66.39 1,541 1,513 Closing Price (6/24) $245.50 26.8% $65.83 $1,528 $1,500 5D VWAP 234.09 28.1% 65.83 1,528 1,500 Jun 25 20D VWAP 237.52 27.7% 65.83 1,528 1,500 Discussions Closing Price (6/24) $245.50 26.3% $64.64 $1,500 $1,473 5D VWAP 234.09 27.6% 64.64 1,500 1,473 20D VWAP 237.52 27.2% 64.64 1,500 1,473 2 Source: Company filings and FactSet. Note: U.S. Dollars in millions, except per share amounts.


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– Confidential Draft – Analysis At Illustrative Reference Stock Prices Premium (%) / Premium As % Of Market Cap Share 16.0% 18.0% 21.0% 23.5% 24.0% 25.0% 26.0% 27.0% 28.0% 28.3% 29.0% 32.0% 35.0% Price 2.0%2.2% 2.6%2.9%2.9% 3.1%3.2% 3.3%3.4%3.5% 3.6%3.9% 4.3% $225.00 $36.00 $40.50 $47.25 $52.88 $54.00 $56.25 $58.50 $60.75 $63.00 $63.68 $65.25 $72.00 $78.75 230.00 36.80 41.40 48.30 54.05 55.20 57.50 59.80 62.10 64.40 65.09 66.70 73.60 80.50 Premium 235.00 37.60 42.30 49.35 55.23 56.40 58.75 61.10 63.45 65.80 66.51 68.15 75.20 82.25 Per Share ($) 240.00 38.40 43.20 50.40 56.40 57.60 60.00 62.40 64.80 67.20 67.92 69.60 76.80 84.00 245.00 39.20 44.10 51.45 57.58 58.80 61.25 63.70 66.15 68.60 69.34 71.05 78.40 85.75 250.00 40.00 45.00 52.50 58.75 60.00 62.50 65.00 67.50 70.00 70.75 72.50 80.00 87.50 $225.00 $835 $940 $1,096 $1,227 $1,253 $1,305 $1,358 $1,410 $1,462 $1,478 $1,514 $1,671 $1,827 230.00 854 961 1,121 1,254 1,281 1,334 1,388 1,441 1,494 1,510 1,548 1,708 1,868 Aggregate 235.00 873 982 1,145 1,282 1,309 1,363 1,418 1,472 1,527 1,543 1,581 1,745 1,909 Premium ($mm) 240.00 891 1,002 1,170 1,309 1,337 1,392 1,448 1,504 1,559 1,576 1,615 1,782 1,949 245.00 910 1,023 1,194 1,336 1,365 1,421 1,478 1,535 1,592 1,609 1,649 1,819 1,990 250.00 928 1,044 1,218 1,363 1,392 1,450 1,508 1,566 1,624 1,642 1,682 1,856 2,031 Committee Proposals Sands Proposals 3 Source: Company filings and FactSet. Note: U.S. Dollars in millions, except per share amounts.

Exhibit (c)(5)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials June 25, 2022


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


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– Confidential Draft – Premium Comparison At Various Stock Prices Reference Premium Stock Price % Per Share $ Per Share Aggregate ($mm) To Sands ($mm) Jun 13 Closing Price (6/10) $239.09 29.0% $69.34 $1,609 $1,580 Greenhill 5D VWAP 243.72 29.0% 70.68 1,640 1,610 29.0% 20D VWAP 242.66 29.0% 70.37 1,633 1,603 Jun 15 Closing Price (6/15) $230.58 28.3% $65.25 $1,514 $1,487 Greenhill 5D VWAP 234.58 28.3% 66.38 1,541 1,513 28.3% 20D VWAP 239.99 28.3% 67.92 1,576 1,547 Jun 22 Closing Price (6/21) $234.94 28.0% $65.78 $1,527 $1,499 Sands Letter 5D VWAP 229.13 28.0% 64.16 1,489 1,462 28.0% 20D VWAP 237.61 28.0% 66.53 1,544 1,516 Jun 24 Closing Price (6/23) $239.35 23.5% $56.25 $1,305 $1,282 Committee Letter 5D VWAP 232.57 23.5% 54.65 1,268 1,245 23.5% 20D VWAP 237.09 23.5% 55.72 1,293 1,269 Jun 24 Closing Price (6/23) $239.35 28.0% $67.02 $1,555 $1,527 Implied Sands 5D VWAP 232.57 28.0% 65.12 1,511 1,484 28.0% 20D VWAP 237.09 28.0% 66.39 1,541 1,513 Closing Price (6/24) $245.50 26.8% $65.83 $1,528 $1,500 June 25 5D VWAP 234.09 28.1% 65.83 1,528 1,500 Discussion 20D VWAP 237.52 27.7% 65.83 1,528 1,500 2 Source: Company filings and FactSet. Note: U.S. Dollars in millions, except per share amounts.


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– Confidential Draft – Analysis At Illustrative Reference Stock Prices Premium (%) / Premium As % Of Market Cap Share 16.0% 18.0% 21.0% 23.5% 24.0% 25.0% 26.0% 27.0% 28.0% 28.3% 29.0% 32.0% 35.0% Price 2.0%2.2% 2.6%2.9%2.9% 3.1%3.2% 3.3%3.4%3.5% 3.6%3.9% 4.3% $225.00 $36.00 $40.50 $47.25 $52.88 $54.00 $56.25 $58.50 $60.75 $63.00 $63.68 $65.25 $72.00 $78.75 230.00 36.80 41.40 48.30 54.05 55.20 57.50 59.80 62.10 64.40 65.09 66.70 73.60 80.50 Premium 235.00 37.60 42.30 49.35 55.23 56.40 58.75 61.10 63.45 65.80 66.51 68.15 75.20 82.25 Per Share ($) 240.00 38.40 43.20 50.40 56.40 57.60 60.00 62.40 64.80 67.20 67.92 69.60 76.80 84.00 245.00 39.20 44.10 51.45 57.58 58.80 61.25 63.70 66.15 68.60 69.34 71.05 78.40 85.75 250.00 40.00 45.00 52.50 58.75 60.00 62.50 65.00 67.50 70.00 70.75 72.50 80.00 87.50 $225.00 $835 $940 $1,096 $1,227 $1,253 $1,305 $1,358 $1,410 $1,462 $1,478 $1,514 $1,671 $1,827 230.00 854 961 1,121 1,254 1,281 1,334 1,388 1,441 1,494 1,510 1,548 1,708 1,868 Aggregate 235.00 873 982 1,145 1,282 1,309 1,363 1,418 1,472 1,527 1,543 1,581 1,745 1,909 Premium ($mm) 240.00 891 1,002 1,170 1,309 1,337 1,392 1,448 1,504 1,559 1,576 1,615 1,782 1,949 245.00 910 1,023 1,194 1,336 1,365 1,421 1,478 1,535 1,592 1,609 1,649 1,819 1,990 250.00 928 1,044 1,218 1,363 1,392 1,450 1,508 1,566 1,624 1,642 1,682 1,856 2,031 Committee Proposals Sands Proposals 3 Source: Company filings and FactSet. Note: U.S. Dollars in millions, except per share amounts.

Exhibit (c)(6)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials June 17, 2022


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


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– Confidential Draft – Gemini Summary Trading Performance Gemini Stock Price Performance Since 13D Disclosure(1) Share Price Performance Across Sectors $300 Since Since 13D(1) Last Analysis(3) Gemini Energy $275 Class B +0% (7%) 04/20: $264 $259 13% Gemini (3%) (9%) $250 Gemini Class A (2) Beer (4%) (6%) $226 $234 (3%) $225 Consumer Staples (11%) (11%) Beer Peers(2) (4%) S&P 500 (19%) (11%) $200 S&P 500 (4) (19%) Wine & Spirits (19%) (11%) Heineken: 12% Carlsberg: 4% Kirin: 2% $175 Asahi: (3%) Nasdaq (25%) (12%) Molson: (4%) AB InBev: (11%) Boston Beer: (26%) Consumer Discretionary (28%) (14%) $150 04/01 04/16 05/01 05/16 05/31 06/16 Source: Company filings, Wall Street research and FactSet. (1) Based on share prices as of April 1, 2022, the last trading day prior to public disclosure of 13D on April 4 pre-market open. (2) Beer peers index based on average share price performance of AB InBev, Asahi, Boston Beer, Carlsberg, Heineken, Kirin and Molson Coors. 2 (3) Based on share prices as of May 6, 2022, consistent with prices in the potential value uplift analysis last reviewed with Special Committee. (4) Wine and Spirits index based on average share price performance of Becle, Brown Forman, Campari, Diageo, Duckhorn, Pernod Ricard, Remy Cointreau, Treasury Wine and Vintage Wine Estates.


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– Confidential Draft – Summary Trading Multiple Benchmarking Current NTM P/E â^† Since 13D(1) â^† Since Last Analysis(2) Brown Forman 33.2x Kirin +1.3x Vintage Wine +1.6x Campari 28.6x Carlsberg +0.5x Kirin +0.9x Duckhorn 27.9x Vintage Wine +0.2x Carlsberg +0.1x Remy Cointreau 27.4x Duckhorn (0.2x) Brown Forman (0.7x) Becle 23.5x Gemini (0.8x) Heineken (0.9x) Diageo 21.8x Molson Coors (0.9x) Treasury Wine (0.9x) Treasury Wine 20.1x Asahi (0.9x) Molson Coors (1.0x) Boston Beer 19.9x Heineken (1.0x) AB InBev (1.1x) Vintage Wine 19.5x AB InBev (1.7x) Duckhorn (1.3x) Gemini 19.3x Treasury Wine (2.0x) Pernod Ricard (2.0x) Pernod Ricard 19.3x Brown Forman (2.8x) Asahi (2.0x) Heineken 18.4x Diageo (3.6x) Gemini (2.1x) Carlsberg 17.6x Pernod Ricard (4.3x) Campari (2.4x) AB InBev 14.4x Boston Beer (5.9x) Diageo (2.7x) Kirin 14.2x Becle (6.3x) Becle (3.8x) Asahi 13.8x Campari (7.0x) Boston Beer (4.1x) Molson Coors 12.2x Remy Cointreau (11.0x) Remy Cointreau (6.6x) Gemini Beer Wine & Spirits Source: Company filings, Wall Street research and FactSet. 3 (1) Based on share prices as of April 1, 2022, the last trading day prior to public disclosure of 13D on April 4 pre-market open. (2) Based on share prices as of May 6, 2022, consistent with prices in the potential value uplift analysis last reviewed with Special Committee.


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– Confidential Draft – Gemini Benchmarking vs. Publicly Traded Alcohol Companies CY’22E – CY’24E Revenue Growth CY’22E EBIT Margin Since Since Last Analysis(1) Last Analysis(1) Vintage Wine 17% +42bps Gemini 33% (2bps) Remy Cointreau 9% (76bps) Brown Forman 31% +54bps Duckhorn 9%(2) (17bps) Diageo 31% (3bps) Becle 9% (155bps) Pernod Ricard 28% (0bps) Treasury Wine 8% +225bps Duckhorn 28% +43bps Gemini 7% (8bps) Remy Cointreau 27% +95bps Boston Beer 7% +5bps AB InBev 26% (1bps) Diageo 6% +51bps Treasury Wine 22% +4bps Heineken 6% +1bps Campari 20% +4bps Campari 6% (60bps) Becle 20% (4bps) Pernod Ricard 6% +7bps Heineken 16% +15bps Brown Forman 5% (30bps) Carlsberg 15% (3bps) AB InBev 5% +3bps Molson Coors 13% +21bps Carlsberg 5% (10bps) Vintage Wine 11% (276bps) Asahi 3% +16bps Boston Beer 10% +1bps Kirin 2% (5bps) Asahi 9% (6bps) Molson Coors 1% – Kirin 8% +1bps Source: Company filings, Wall Street research and FactSet. Gemini Beer Wine & Spirits Note: U.S. Dollars in millions. 4 (1) Based on share prices as of May 6, 2022, consistent with prices in the potential value uplift analysis last reviewed with Special Committee. (2) Represents CY’22E – CY’23E growth rates due to lack of availability of CY’24E estimates.


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– Confidential Draft – Summary Analyst Perspectives On Gemini Analyst Price Targets Select Analyst Commentary 12M Price PT Upside/ Implied Broker Rating Target (Downside) NTM P/E(1) “Our $283 price target is predicated on a ~24.3x P/E multiple (+5% premium to large cap Staples) on our Buy $305 +35% 22.8x CY22 core EPS of $11.45. We then layer in a $5 value for Buy 300 +33% 22.4x the company’s stake in Canopy Growth…” Buy 295 +31% 22.0x (April 2022) Buy 294 +30% 22.0x Buy 285 +26% 21.3x Buy 283 +25% 21.1x Buy 282 +25% 21.1x “Target is based upon ~21.5x blended multiple on F2024/C2023 EPS ex Canopy, plus $7 market value of Buy 280 +24% 20.9x Buy 275 +22% 20.5x Canopy stake. Multiple is based upon 22x for Beer (>85% of F2024E EBIT) and ~19x for the remaining Wine & Buy 275 +22% 20.5x Spirits business.” Buy 275 +22% 20.5x (June 2022) Buy 271 +20% 20.2x Buy 270 +20% 20.2x Hold 265 +17% 19.8x Hold 250 +11% 18.7x “Our $294 PT is based on $288/share for core STZ (ex Hold 245 +9% 18.3x Canopy) based on ~21x FY24E EPS plus ~$6/share for Hold 243 +8% 18.1x STZ’s Canopy investment (30% discount to market value). Our 21x target multiple is below STZ’s ~23x last 3 Hold 225 (0%) 16.8x year NTM P/E average.” Median $275 +22% 20.5x (April 2022) +1.2x vs. current NTM P/E of 19.3x 5 Source: FactSet, Bloomberg and Wall Street research. (1) Based on 12 month EPS ending June 2024.


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– Confidential Draft – Illustrative Implied P/E Multiple Summary Illustrative sum-of-the-parts and regression analyses implies a potential for increased P/E multiple for Gemini, assuming Gemini trades closer to the implied valuations based on publicly-traded alcohol companies Sum-Of-The-Parts Analysis Regression Analysis (50% Credit) Low High Revenue Growth EBIT Margin Implied NTM P/E Multiple 20.0x 22.1x 21.3x 23.1x Current NTM P/E Multiple 19.3x 19.3x 19.3x 19.3x Implied NTM P/E Multiple +0.7x +2.8x +1.9x +3.8x Memo: Last Analysis (May 6) (1) +1.1x +3.7x +2.4x +3.9x Increase in Total Market Cap ($bn)(2) +$1.6 +$6.4 +$4.4 +$8.5 Additional Value to Class A ($bn)(3) +1.4 +5.6 +3.8 +7.5 Implied Value Creation % +4% +15% +10% +20% (Mkt Cap & Class A) +1x P/E is equivalent to ~$2.2bn of incremental value to Gemini Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Based on share prices as of May 6, 2022, consistent with prices in the potential value uplift analysis last reviewed with Special Committee. (2) Total market cap calculated using only Class A share price. Includes impact of dilution from 2.9mm shares of options outstanding at 6 $178.62 strike price, 0.3mm shares of RSUs and 0.1mm shares of PSUs. (3) Class A calculated as Gemini FDSO (~190mm) excluding current Class B shares (~23mm), assuming no premium to Class B shares.


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– Confidential Draft – Analysis At Various Potential Premiums Premium (%) Price 16.0% 18.0% 21.0% 22.0% 23.0% 24.0% 25.0% 26.0% 27.0% 28.0% 28.3% 29.0% 32.0% 35.0% Share Price (6/16) $225.77 $261.89 $266.41 $273.18 $275.44 $277.70 $279.95 $282.21 $284.47 $286.73 $288.99 $289.66 $291.24 $298.02 $304.79 Premium Per Share ($) – 36.12 40.64 47.41 49.67 51.93 54.18 56.44 58.70 60.96 63.22 63.89 65.47 72.25 79.02 5 Day VWAP(1) $231.09 15.6% 17.6% 20.5% 21.5% 22.5% 23.4% 24.4% 25.4% 26.4% 27.4% 27.6% 28.3% 31.3% 34.2% 10 Day VWAP(1) 236.20 15.3% 17.2% 20.1% 21.0% 22.0% 22.9% 23.9% 24.9% 25.8% 26.8% 27.0% 27.7% 30.6% 33.5% 20 Day VWAP(1) 239.14 15.1% 17.0% 19.8% 20.8% 21.7% 22.7% 23.6% 24.5% 25.5% 26.4% 26.7% 27.4% 30.2% 33.0% Unaffected Price (4/1)(1) 233.71 15.5% 17.4% 20.3% 21.3% 22.2% 23.2% 24.2% 25.1% 26.1% 27.0% 27.3% 28.0% 30.9% 33.8% Stated Premium ($mm) $838 $943 $1,100 $1,153 $1,205 $1,257 $1,310 $1,362 $1,415 $1,467 $1,483 $1,519 $1,677 $1,834 Stated Prem % Mkt Cap 2.0% 2.2% 2.6% 2.7% 2.8% 2.9% 3.1% 3.2% 3.3% 3.4% 3.5% 3.6% 3.9% 4.3% Net Of Comp Value(2) 1.4% 1.6% 2.0% 2.1% 2.2% 2.4% 2.5% 2.6% 2.7% 2.8% 2.9% 3.0% 3.3% 3.7% Effective Premium ($mm) $737 $829 $967 $1,013 $1,059 $1,105 $1,151 $1,197 $1,243 $1,289 $1,303 $1,335 $1,473 $1,612 Eff Prem % Mkt Cap 1.8% 2.0% 2.3% 2.4% 2.6% 2.7% 2.8% 2.9% 3.0% 3.1% 3.2% 3.2% 3.6% 3.9% Net Of Comp Value(2) 1.2% 1.4% 1.7% 1.8% 1.9% 2.1% 2.2% 2.3% 2.4% 2.5% 2.6% 2.6% 3.0% 3.3% P/E To Breakeven(3) +0.3x +0.3x +0.4x +0.4x +0.4x +0.5x +0.5x +0.5x +0.5x +0.6x +0.6x +0.6x +0.7x +0.7x Committee Proposals Sands Proposals Source: Company filings, Wall Street research, Bloomberg and FactSet. Note: U.S. Dollars in millions, except per share amounts. (1) Premiums calculated as cash premium indicated by current stock price divided by indicated VWAP. Unaffected price based on closing share price prior to 13D disclosure on April 4, 2022. 7 (2) Based on illustrative compensation savings present value of $251mm, based on annual savings of $16.3mm tax affected at 20% and valued at Gemini current P/E multiple of 19.3x. (3) Based on illustrative 5% interest rate and 20% tax, assuming stated premium paid in cash financed by new debt. Includes illustrative annual compensation savings.


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– Confidential Draft – Latest Sands Governance Proposal (Received 6/9/22) ï,§ Sands family stake subject to 3 year lock-up Customary registration rights (with transfer restrictions during lock-up period) Monetization / Permitted exemption for up to 25% of remaining stake during lock-up period, during which Lock-up – Sales, including block trades, underwritten offerings, and daily open market trading limited to 3% of market capitalization in any 6 month period, of which 1% can be open market trades limited to 15% of past 20 day ADTV – Permitted to sell in excess of 6 month and ADTV restrictions in Company-led broadly marketed transactions Board to adopt anti-pledging policy covering shares beneficially owned by directors – Exception for Sands family: – For the first 5 years, pledging limit equal to the higher of (x) number of shares having dollar value of shares currently Pledging pledged as of signing or (y) number of shares currently pledged as of signing; – After 5 years, capped at higher of (x) number of shares having dollar value of $3bn or (y) number of shares pledged as of the later of (i) the time of the most recent pledging transaction and (ii) the 5 year anniversary, which in either case had a value not in excess of $3bn(1) Restrictions on increasing stake, making proposals, no public criticism(2) for 5 years Standstill – Sands family representatives to leave Board if family wishes to engage in any such activities (including opposing M&A) after the 5 year period Nomination ï,§ For the first 5 years, 2 Board members if >10% stake; 1 Board members if >5% stake Rightsï,§ After 5 years, 1 Board member if >5% stake Board Rolesï,§ Rob as non-executive Chairman and Richard as non-executive Board Director Compensation Compensation in-line with customary non-executive Chairman and non-executive Board Director & Benefits Rotation of Lead Independent Director position at next available normal cycle opportunity Governance ï,§ Majority vote standard (1) Family does not think it is practical to “depledge” whenever value of pledged shares increases, but needs the ability to add to pledged shares in order to 8 avoid forced sales of pledged shares if the stock value falls (as such forced sales would not be in the interests of the family or the company). (2) Restrictions on public criticism to be reciprocal.


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– Confidential Draft – Sands Pledging Analysis Commentary Shares Share Value % of Shares % of Shares Date (mm) Price ($bn) (1) Owned (2) O/S (2) 2020 Proxy 6/5/20 27.4 $181.42 $5.0 81% 14% Sands 2021 Proxy 6/3/21 13.3 238.65 3.2 41% 7% Historical Pledging 2022 Proxy 6/3/22 15.0 243.33 3.7 47% 8% Sands family advisor Current Amount 6/10/22 [17.1] 239.09 4.1 53% 9% disclosure of $4.1bn current level; share count is implied Pre-Monetization 6/10/22 15.0 239.09 $3.6 47% 8% Exception to anti-pledging Special policy to reduce Sands Committee pledging proportionally to the Assumes Proposal Post-Monetization (3) 11.4 239.09 2.7 47% 6% amount monetized current price (3) For the first 5 years, greater Sands First 5 Years 6/10/22 [17.1] 239.09 $4.1 70% 9% of either dollar value or Counter- number of shares, but after 5 proposal Assumes years, will limit dollar value of After 5 Years (3) 12.5 239.09 3.0 51% 7% current price shares pledged to $3bn(4) Source: Company filings. (1) Share prices as of date of each respective proxy. Value of Class B shares using Class A share price. (2) Represents pledged shares as percent of shares owned by Sands family and Gemini shares per class. Total shares includes Class 1 shares. (3) Illustrative scenario representing 20% all-cash premium paid and subsequent monetization of 1/3 of total stake, or 24% of current stake. Assumes current share price of $239 and does not assume any change in share price. 9 (4) Family does not think it is practical to “depledge” whenever value of pledged shares increases, but needs the ability to add to pledged shares in order to avoid forced sales of pledged shares if the stock falls (as such forced sales would not be in the interests of the family or the company).


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Appendix


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– Confidential Draft – Illustrative Sum-Of-The-Parts Analysis Illustrative sum-of-the-parts analysis based on selected multiples from publicly-traded beer, wine and spirits companies indicates that Gemini may be trading at a discount vs. its SOTP implied P/E multiple Weighted Average P/E Multiple Commentary EBIT % Price / NTM EPS Multiple Contribution Contribution(1) Low High Low High Beer 85% 20.0x – 22.0x 17.0x – 18.7x Highest growth and margin among beer peers Low-to-mid growth and margin profile among Wine & Spirits 15% 20.0x – 23.0x 3.0x – 3.4x wine and spirits peers Implied Weighted Avg. P/E 20.0x – 22.1x Gemini Current P/E 19.3x – 19.3x Implied P/E Multiple â^† (%) +4% – +15% Implied P/E Multiple â^† +0.7x – +2.8x 11 Source: Company filings, Wall Street research and FactSet. (1) Based on fiscal year 2023 (ending February 28) EBIT contributions.


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– Confidential Draft – Gemini Benchmarking vs. Publicly Traded Alcohol Companies Gemini Beer segment exhibits the highest growth and margin among peers, while Wine & Spirits growth and margin is among low-to-mid group CY’22-’24E Revenue CY’22E EBIT Margin Price / NTM EPS Gemini (Beer) 8% Gemini (Beer) 36%(1) Boston Beer 19.9x Boston Beer 7% AB InBev 26% Heineken 18.4x Heineken 6% Heineken 16% Carlsberg 17.6x AB InBev 5% Carlsberg 15% AB InBev 14.4x Beer Carlsberg 5% Molson Coors 13% Kirin 14.2x Asahi 3% Boston Beer 10% Asahi 13.8x Kirin 2% Asahi 9% Molson Coors 12.2x Molson Coors 1% Kirin 8% Median: 14.4x Median: 5% Median: 13% Vintage Wine 17% Brown-Forman 31% Brown-Forman 33.2x (2) Duckhorn 9% Diageo 31% Campari 28.6x Remy Cointreau 9% Pernod Ricard 28% Duckhorn 27.9x Becle 9% Duckhorn 28% Remy Cointreau 27.4x Wine & FY’25 Treasury Wine 8% Remy Cointreau 27% expected 25% Becle 23.5x Spirits (W&S) Diageo 6% Gemini (W&S) 22%(1) Diageo 21.8x Campari 6% Treasury Wine 22% Treasury Wine 20.1x Pernod Ricard 6% Campari 20% Vintage Wine 19.5x Brown-Forman 5% Becle 20% Pernod Ricard 19.3x Gemini (W&S) 3% Vintage Wine 11% Median: 8% Median: 27% Median: 23.5x Beer Wine Spirits 12 Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in millions. (1) Corporate cost allocation based on EBIT contribution by segment. (2) Represents CY’22E – CY’23E growth rates due to lack of availability of CY’24E estimates.


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– Confidential Draft – Illustrative Regression Analysis Regression analysis of beer, wine and spirit company growth and margins vs. valuation multiple implies an increased P/E multiple for Gemini if it trades closer to regression implied trends Revenue Growth vs. NTM P/E Operating Margin vs. NTM P/E 35.0x Correlation = 68% 35.0x Correlation = 65% 30.0x 30.0x Implied Gemini (32.9%, 26.9x ) 25.0x Implied Gemini 25.0x (7.0%, 23.2x) 50% Credit 50% Credit (7.0%, 21.3x) (32.9%, 23.1x) P/E 20.0x P/E 20.0x Current Gemini Current Gemini NTM (7.0%, 19.3x) NTM (32.9%, 19.3x) 15.0x 15.0x 10.0x 10.0x 5.0x 5.0x 0.0x 0.0x — 2.0% 4.0% 6.0% 8.0% 10.0% — 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% ’22E – ’24E Revenue Growth ’22E Operating Margin Beer Wine Spirits Source: Company filings, Wall Street research and FactSet. 13 Note: Beer companies include AB InBev, Asahi, Boston Beer, Carlsberg, Heineken, Kirin and Molson Coors. Wine companies include Duckhorn and Treasury Wine. Spirits companies include Brown-Forman, Campari, Diageo, Pernod Ricard and Remy Cointreau. Correlations exclude Gemini.


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– Confidential Draft – Prior Analysis Illustrative Sum-Of-The-Parts Analysis Illustrative sum-of-the-parts analysis based on selected multiples from publicly-traded beer, wine and spirits companies indicates that Gemini may be trading at a discount vs. its SOTP implied P/E multiple Weighted Average P/E Multiple Commentary EBIT % Price / NTM EPS Multiple Contribution Contribution(1) Low High Low High Beer 85% 23.0x – 25.0x 19.6x – 21.3x Highest growth and margin among beer peers Low-to-mid growth and margin profile among Wine & Spirits 15% 20.0x – 26.0x 3.0x – 3.9x wine and spirits peers Implied Weighted Avg. P/E 22.6x – 25.1x Gemini Current P/E 21.4x – 21.4x Implied P/E Multiple â^† (%) +5% – +17% Implied P/E Multiple +1.1x – +3.7x 14 Source: Company filings, Wall Street research and FactSet. (1) Based on fiscal year 2023 (ending February 28) EBIT contributions.


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– Confidential Draft – Prior Analysis Gemini Benchmarking vs. Publicly-Traded Alcohol Companies Gemini Beer segment exhibits the highest growth and margin among peers, while Wine & Spirits growth and margin is among low-to-mid group CY’22-’24E Revenue CY’22E EBIT Margin Price / NTM EPS Gemini (Beer) 8% Gemini (Beer) 36%(1) Boston Beer 24.0x Boston Beer 7% AB InBev 26% Heineken 19.3x Heineken 6% Heineken 15% Carlsberg 17.6x AB InBev 5% Carlsberg 15% Asahi 15.8x Beer Carlsberg 5% Molson Coors 13% AB InBev 15.5x Asahi 3% Boston Beer 10% Kirin 13.3x Kirin 2% Asahi 9% Molson Coors 12.9x Molson Coors 1% Kirin 8% Median: 15.8x Median: 5% Median: 13% Vintage Wine 16% Diageo 31% Remy Cointreau 34.0x (2) Becle 11% Brown-Forman 31% Brown-Forman 34.0x Remy Cointreau 10% Pernod Ricard 28% Campari 31.0x Duckhorn 9% (2) Duckhorn 28% Duckhorn 29.2x Wine & FY’25 Campari 7% Remy Cointreau 26% expected 25% Becle 27.2x Spirits (W&S) Diageo 6% Gemini (W&S) 22%(1) Diageo 24.5x Brown-Forman 6% Treasury Wine 22% Pernod Ricard 21.3x Pernod Ricard 6% Campari 20% Treasury Wine 21.0x Treasury Wine 5% Becle 20% Vintage Wine 17.9x Gemini (W&S) 3% Vintage Wine 14% Median: 27.2x Median: 7% Median: 26% Beer Wine Spirits 15 Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in millions. (1) Corporate cost allocation based on EBIT contribution by segment. (2) Represents CY’22E – CY’23E growth rates due to lack of availability of CY’24E estimates.


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– Confidential Draft – Prior Analysis Illustrative Regression Analysis Regression analysis of beer, wine and spirit company growth and margins vs. valuation multiple implies an increased P/E multiple for Gemini if it trades closer to regression implied trends Revenue Growth vs. NTM P/E Operating Margin vs. NTM P/E 40.0x Correlation = 82% 40.0x Correlation = 62% 35.0x 35.0x Implied Gemini (32.9%, 29.3x) 30.0x 30.0x Implied Gemini (7.1%, 26.2x) 50% Credit 25.0x 50% Credit 25.0x (32.9%, 25.4x) P/E (7.1%, 23.8x) P/E Current Gemini 20.0x 20.0x Current Gemini NTM (7.1%, 21.4x) NTM (32.9%, 21.4x) 15.0x 15.0x 10.0x 10.0x 5.0x 5.0x 0.0x 0.0x — 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% — 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% ’22E – ’24E Revenue Growth ’22E Operating Margin Beer Wine Spirits Source: Company filings, Wall Street research and FactSet. 16 Note: Beer companies include AB InBev, Asahi, Boston Beer, Carlsberg, Heineken, Kirin and Molson Coors. Wine companies include Duckhorn and Treasury Wine. Spirits companies include Brown-Forman, Campari, Diageo, Pernod Ricard and Remy Cointreau. Correlations exclude Gemini.

Exhibit (c)(7)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials June 10, 2022


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


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– Confidential Draft – Class A Voting Illustration Total Class A shares of 161.0mm as of 2022 preliminary proxy Record Date Sands family holds 7.1mm Class A shares and other directors & executives hold 0.1mm Class A shares Of the remaining 153.8mm non-family and non-director/executive Class A shares, a majority (>50%) of the shares must vote to approve the reclassification (>76.9mm) Analysis below illustrates at various percentages of total votes cast, what percentage must vote yes in order to reach various percentages of approval in the vote results Illustrative Percentage Of Votes Cast Required To Approve Reclassification % Of Eligible Class A Shares Sought / Implied # Of Shares (mm) 50% 55% 60% 65% 70% 75% 80% 76.9 84.6 92.3 100.0 107.7 115.4 123.1 / (mm) 80% 123.1 63% 69% 75% 81% 88% 94% 100% Cast Cast 85% 130.8 59% 65% 71% 76% 82% 88% 94% Votes Votes 90% 138.5 56% 61% 67% 72% 78% 83% 89% Of % Of # 95% 146.1 53% 58% 63% 68% 74% 79% 84% 2 Source: Company filings and FactSet. Note: Excludes all outstanding Class 1 given limited voting rights.


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– Confidential Draft – Voting Analysis By Shareholder Type Expect majority of minority hurdle will require affirmative support of 76.9mm(1) shares Class A Shares / Illustrative % Of Eligible Votes(2) Quorum(3) Commentary Generally are more supportive of Board Big 3 Index 3.4mm / recommendations than actively managed funds or ~95% proxy advisory firms Funds 16% Process, corporate governance focus Board, governance and compensation play a lesser Active ~105.8mm / role in forming their perspectives of companies ~70-80% Shareholders ~69% Likely focus on “outcome”, dilution, potential uplift, etc. vs process / governance ~3.4mm / May have a more short-term approach vs. long-term Hedge Funds ~80% approach (also focused on “outcome”) ~2% Retail Investors ~19.0mm / Likely supportive, but not easy to “turn out” ~40% / Other ~12% Sands Family, 7.2mm / Ineligible to vote on proposal Directors & NA 0% Officers Source: Company filings and FactSet. Note: Number of shares in millions. (1) 50% of Class A shares excluding shares owned by Sands family, officers and directors. 3 (2) Represents ownership of Class A shares eligible to vote in reclassification transaction, net of shares owned by Sands family, directors and officers (3) For reference, in 2021 AGM, ~80% of Class A shareholders voted on Class A director elections.


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– Confidential Draft – Illustrative Votes From Other Shareholders Required To Pass Illustrative Calculation Total Class A Shares 161.0 (Less:) Sands Family Class A Shares (7.1) (Less:) Directors & Officers Class A Shares (0.1) Class A Shares Eligible To Vote 153.8 Majority Of Votes Required For Approval 76.9 Illustrative Quorum Of 80% Of Eligible Shares(1) 123.1 % Of Illustrative Quorum Required For Approval 63% Shares Owned By Institutions That Have Provided Feedback(2) 28.0 % Of Total Class A Shares 17% % Of Class A Shares Eligible To Vote 18% Remaining Shares To Cast Votes From Quorum 95.1 % Of Remaining Shares Of Quorum Required For Approval 81% Source: Company filings and FactSet. Note: Number of shares in millions. (1) Includes Capital Group, Wellington, Harris, Janus Henderson, Fidelity, T. Rowe Price, Neuberger Berman, Citadel, Gates, Eaton D. E. Shaw, Barclays and Junto. (2) For reference, in 2021 AGM, ~80% of Class A shareholders voted on Class A director elections. Commentary Share counts as of 2022 proxy filing >50% of shares eligible to vote required to approve proposal ~80% of Class A shares voted for Class A directors in 2021 AGM Represents % of votes cast required to be in favor for approval Illustratively assumes all shareholders that have submitted feedback on premium vote shares against proposal 76.9mm votes required from 95.1mm remaining in quorum for approval Vance, 4


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– Confidential Draft – Illustrative Voting Scenarios Shareholder feedback received include from Capital Group, Wellington, Harris, Janus, Fidelity, T. Rowe and Neuberger Berman – Several have indicated appropriate premium is meaningfully below Sands initial 35% proposal – Analysis assumes various levels of shareholders that have given feedback cast votes against proposal A: 50% Of Shares With Feedback Vote No B: 100% Of Shares With Feedback Vote No Assumes half of shares that have expressed Assumes all shares that have expressed feedback feedback vote against the proposal (14.0mm) vote against the proposal (28.0mm) Remaining votes cast: 124.5mm Remaining votes cast: 110.4mm 90% Votes (1) Percentage of remaining votes Percentage of remaining votes Cast required to approve: 62% required to approve: 70% Remaining votes cast: 109.1mm Remaining votes cast: 95.1mm 80% Votes (1) Percentage of remaining votes Percentage of remaining votes Cast required to approve: 71% required to approve: 81% Source: Company filings and company materials. Note: Number of shares in millions. Remaining votes cast represents 161mm Class A shares less Sands family, directors and officers shares of 7.2mm, multiplied by percentage of votes cast. 5 (1) Percentage of votes cast represent percentage of total Class A shares excluding shares owned by Sands family, officers and directors, and is inclusive of the shares with feedback assumed to vote no.


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– Confidential Draft – Illustrative Solicitation Process If Board Approves Reclassification Proposal A B C D Finalize Proxy Follow-up With Initial Communication Statement & Proxy Advisor & Shareholder Shareholders, To The Market Shareholder Meetings Pull & Refile If Solicitation Materials Necessary Announce Prepare Solicitation (30-45 days) Special Meeting Coordinated roll-out The Proxy Statement Through IR / proxy solicitor, the Approximately 24-48 including press release, IR background, rationale, company will offer large / vocal hours ahead of the talking points for SH and and fairness opinions, shareholders the opportunity to meeting, the vote analyst inbounds, and PR will form the basis for engage with committee members outcome will be clear backgrounding with key shareholder judgement (in-person or via Zoom) ISS / Glass Potential to pull / press Lewis will expect conference calls / Working group will renegotiate subject to zoom meetings Objective is for the design a shareholder legal requirements market to absorb (and engagement strategy Committee should plan for 10-20 accept) the outcome shareholder discussions lasting 30- Creation of a upfront 60 minutes, and a 1-2 hour session presentation deck for with each proxy advisor Similar to M&A the committee to use transactions, the stock in discussions with Shareholders are unlikely vote well price reaction and any shareholders ahead of the meeting, although the key shareholder feedback ISS recommendation (10-15 days Several live prep will inform go-forward prior to meeting) will be a key sessions communications strategy indication of likely support 6


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Appendix


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– Confidential Draft – Gemini Class A Top 25 Institutional Shareholders L6M â^† in Feedback Est. Average Estimated Rank Name Shares (mm) % Shares Value ($mm) Shares (mm) Received? Cost Basis Gain 1 Vanguard 12.0 6.4% $2,926 +0.1 $79.01 +209% 2 Capital World 9.2 4.9% 2,247 +2.4 207.57 +18% 3 State Street 7.1 3.8% 1,732 (0.0) 67.67 +261% 4 BlackRock Fund Advisors 6.6 3.5% 1,611 +0.1 71.00 +244% 5 Wellington 4.8 2.6% 1,182 (1.6) 177.67 +37% 6 Aristotle 3.7 2.0% 915 +3.7 227.30 +7% 7 J.P. Morgan 3.6 1.9% 874 +0.5 162.94 +50% 8 Harris 3.4 1.8% 818 (0.7) 171.77 +42% 9 AllianceBernstein 3.2 1.7% 784 +1.3 219.60 +11% 10 Geode 2.7 1.4% 648 +0.1 117.04 +109% 11 Janus Henderson 2.4 1.3% 579 +0.2 200.28 +22% 12 Morgan Stanley 1.9 1.0% 462 +0.3 170.88 +43% 13 American Century 1.8 1.0% 452 +0.1 130.92 +87% 14 Fidelity 1.7 0.9% 419 +0.9 212.27 +15% 15 T. Rowe Price 1.7 0.9% 403 +1.3 215.52 +13% 16 Voya 1.6 0.8% 380 (0.1) 181.65 +34% 17 Northern Trust 1.5 0.8% 376 (0.0) 51.36 +375% 18 Norges 1.5 0.8% 361 (0.4) 147.37 +66% 19 BlackRock Advisors 1.5 0.8% 357 +0.1 173.60 +41% 20 Neuberger Berman 1.4 0.8% 349 +1.2 225.77 +8% 21 Capital International 1.2 0.6% 286 +0.2 179.17 +36% 22 BlackRock Investment 1.1 0.6% 279 (0.1) 151.31 +61% 23 Amundi 1.0 0.5% 252 +0.3 222.59 +10% 24 Arrowstreet 1.0 0.5% 251 +0.2 225.24 +8% Current 25 RBC 1.0 0.5% 249 +0.1 215.96 +13% Share Price: Top 25 Institutional Class A Holders 78.6 41.8% $19,191 +10.2 $148.51(1) +64% $244.18 Top 25 Shareholders With Feedback (mm) 25.7 13.7% All Shareholders With Feedback (mm)(2) 28.0 14.9% Source: FactSet. 8 (1) Represents weighted average cost basis per share. (2) Includes shareholders below top 25 institutional shareholders that have provided feedback.

Exhibit (c)(8)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials June 3, 2022


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


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– Confidential Draft – To discuss sharing with Sands family advisors Prior Family / Founder / Premium Share Reclassification Situations Selected precedent reclassification transactions >$500mm market cap completed since 2001 Market Cap Premium Premium As % Company Date ($bn) ($mm) Of Mkt. Cap % Premium National Research Sep-17 $0.8 $69 8.3% 57% Forest City Dec-16 4.8 107 2.2% 31% Stewart Info Jan-16 0.8 12 1.5% 35% Hubbell Aug-15 5.8 201 3.4% 28% Aaron’s Inc. Sep-10 1.3 0 0.0% 0% Sotheby’s Sep-05 1.1 48 4.3% 19% Robert Mondavi Aug-04 0.6 35 5.9% 17% Alberto-Culver Oct-03 3.6 0 0.0% 0% CTE Apr-03 0.9 7 0.8% 9% Reader’s Digest Oct-02 1.5 56 2.7% 22% Median $1.2 $41 2.5% 21% Mean 2.1 53 2.9% 22% 2 Source: Company filings, Wall Street research and FactSet.


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– Confidential Draft – To discuss sharing with Sands family advisors Other Prior Share Reclassification Situations Selected precedent reclassification transactions >$500mm market cap completed since 2001 Market Cap Premium Premium As % Company Date ($bn) ($mm) Of Mkt. Cap % Premium VMware Oct-21 $67.8 $0 0.0% 0% Victory Capital Sep-21 2.3 0 0.0% 0% Snowflake Mar-21 76.6 0 0.0% 0% SunPower Sep-11 1.1 0 0.0% 0% Mueller Water Oct-09 0.7 0 0.0% 0% Chipotle Oct-09 2.6 0 0.0% 0% Time Warner Cable May-08 30.5 0 0.0% 0% Triarc Companies Apr-08 0.6 0 0.0% 0% GameStop Dec-06 4.2 0 0.0% 0% Eagle Materials Jan-06 2.3 0 0.0% 0% Gartner Inc. Feb-05 1.0 0 0.0% 0% Curtiss Feb-05 1.1 0 0.0% 0% Agere Systems Dec-04 2.4 0 0.0% 0% FECI Feb-03 0.9 0 0.0% 0% Freeport-McMoran Feb-02 2.1 0 0.0% 0% Conoco Jul-01 17.3 0 0.0% 0% SAP Feb-01 48.8 0 0.0% 0% Raytheon Feb-01 12.2 0 0.0% 0% Waddell Reed Dec-00 3.0 0 0.0% 0% Median (Incl. Family/Founder/Premium)(1) $2.3 $0 0.0% 0% Mean (Incl. Family/Founder/Premium) (1) 10.3 18 1.0% 8% 3 Source: Company filings, Wall Street research and FactSet. (1) Median and mean of all share reclassification situations on page 1 and 2.


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– Confidential Draft – M&A Premiums Paid Decreases With Size Of Transaction 1,357 U.S. M&A transactions with public target >$200mm over last 10 years, includes deals with cash or stock consideration Average % Premium (Vs. 1-Day Prior To Announcement) n = 304 230 507 316 45.4% 35.9% 31.3% 24.0% $200mm—$500mm—$1bn—$5bn+ $500mm $1bn $5bn Transaction Value 4 Source: Capital IQ. Note: Represents M&A transactions with public U.S. targets with >$200mm transaction value since May 19, 2012.


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– Confidential Draft – Gemini Class A Top 25 Institutional Shareholders L6M in Feedback Est. Average Estimated Rank Name Shares (mm) % Shares Value ($mm) Shares (mm) Received? Cost Basis Gain 1 Vanguard 12.0 6.4% $2,926 +0.1 $79.01 +209% 2 Capital World 9.2 4.9% 2,247 +2.4 207.57 +18% 3 State Street 7.1 3.8% 1,732 (0.0) 67.67 +261% 4 BlackRock Fund Advisors 6.6 3.5% 1,611 +0.1 71.00 +244% 5 Wellington 4.8 2.6% 1,182 (1.6) 177.67 +37% 6 Aristotle 3.7 2.0% 915 +3.7 227.30 +7% 7 J.P. Morgan 3.6 1.9% 874 +0.5 162.94 +50% 8 Harris 3.4 1.8% 818 (0.7) 171.77 +42% 9 AllianceBernstein 3.2 1.7% 784 +1.3 219.60 +11% 10 Geode 2.7 1.4% 648 +0.1 117.04 +109% 11 Janus Henderson 2.4 1.3% 579 +0.2 200.28 +22% 12 Morgan Stanley 1.9 1.0% 462 +0.3 170.88 +43% 13 American Century 1.8 1.0% 452 +0.1 130.92 +87% 14 Fidelity 1.7 0.9% 419 +0.9 212.27 +15% 15 T. Rowe Price 1.7 0.9% 403 +1.3 215.52 +13% 16 Voya 1.6 0.8% 380 (0.1) 181.65 +34% 17 Northern Trust 1.5 0.8% 376 (0.0) 51.36 +375% 18 Norges 1.5 0.8% 361 (0.4) 147.37 +66% 19 BlackRock Advisors 1.5 0.8% 357 +0.1 173.60 +41% 20 Neuberger Berman 1.4 0.8% 349 +1.2 225.77 +8% 21 Capital International 1.2 0.6% 286 +0.2 179.17 +36% 22 BlackRock Investment 1.1 0.6% 279 (0.1) 151.31 +61% 23 Amundi 1.0 0.5% 252 +0.3 222.59 +10% 24 Arrowstreet 1.0 0.5% 251 +0.2 225.24 +8% Current 25 RBC 1.0 0.5% 249 +0.1 215.96 +13% Share Price: Top 25 Institutional Class A Holders 78.6 41.8% $19,191 +10.2 $148.51(1) +64% $244.18 Top 25 Shareholders With Feedback (mm) 25.7 13.7% All Shareholders With Feedback (mm)(2) 28.0 14.9% Source: FactSet. 5 (1) Represents weighted average cost basis per share. (2) Includes shareholders below top 25 institutional shareholders that have provided feedback.


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– Confidential Draft – Analysis At Various Potential Premiums Premium (%) Price 16.0% 17.0% 18.0% 19.0% 20.0% 21.0% 22.0% 23.0% 24.0% 25.0% 26.0% 27.0% 28.0% 29.0% 30.0% 32.0% 35.0% Share Price (6/1) $244.18 $283.25 $285.69 $288.13 $290.57 $293.02 $295.46 $297.90 $300.34 $302.78 $305.23 $307.67 $310.11 $312.55 $314.99 $317.43 $322.32 $329.64 Premium Per Share ($) – 39.07 41.51 43.95 46.39 48.84 51.28 53.72 56.16 58.60 61.05 63.49 65.93 68.37 70.81 73.25 78.14 85.46 Current Share Price(1) $244.72 16.0% 17.0% 18.0% 19.0% 20.0% 21.0% 22.0% 22.9% 23.9% 24.9% 25.9% 26.9% 27.9% 28.9% 29.9% 31.9% 34.9% 10 Day VWAP(1) 240.91 16.2% 17.2% 18.2% 19.3% 20.3% 21.3% 22.3% 23.3% 24.3% 25.3% 26.4% 27.4% 28.4% 29.4% 30.4% 32.4% 35.5% 20 Day VWAP(1) 244.96 15.9% 16.9% 17.9% 18.9% 19.9% 20.9% 21.9% 22.9% 23.9% 24.9% 25.9% 26.9% 27.9% 28.9% 29.9% 31.9% 34.9% Unaffected Price(1) 233.71 16.7% 17.8% 18.8% 19.9% 20.9% 21.9% 23.0% 24.0% 25.1% 26.1% 27.2% 28.2% 29.3% 30.3% 31.3% 33.4% 36.6% Stated Premium ($mm) $907 $963 $1,020 $1,077 $1,133 $1,190 $1,247 $1,303 $1,360 $1,417 $1,473 $1,530 $1,587 $1,643 $1,700 $1,813 $1,983 Stated Prem % Mkt Cap 2.0% 2.1% 2.2% 2.3% 2.5% 2.6% 2.7% 2.8% 2.9% 3.1% 3.2% 3.3% 3.4% 3.6% 3.7% 3.9% 4.3% Net Of Comp Value(2) 1.4% 1.5% 1.6% 1.7% 1.9% 2.0% 2.1% 2.2% 2.3% 2.5% 2.6% 2.7% 2.8% 3.0% 3.1% 3.3% 3.7% Effective Premium ($mm) $797 $847 $896 $946 $996 $1,046 $1,096 $1,145 $1,195 $1,245 $1,295 $1,345 $1,394 $1,444 $1,494 $1,594 $1,743 Eff Prem % Mkt Cap 1.8% 1.9% 2.0% 2.1% 2.2% 2.3% 2.4% 2.5% 2.7% 2.8% 2.9% 3.0% 3.1% 3.2% 3.4% 3.6% 3.9% Net Of Comp Value(2) 1.2% 1.3% 1.4% 1.5% 1.6% 1.7% 1.8% 1.9% 2.1% 2.2% 2.3% 2.4% 2.5% 2.6% 2.7% 3.0% 3.3% P/E â^† To Breakeven(3) +0.3x +0.3x +0.3x +0.4x +0.4x +0.4x +0.4x +0.5x +0.5x +0.5x +0.6x +0.6x +0.6x +0.6x +0.7x +0.7x +0.8x Committee Proposals Sands Initial Sands Counterproposal Proposal Source: Company filings, Wall Street research, Bloomberg and FactSet. Note: U.S. Dollars in millions, except per share amounts. (1) Premiums calculated as cash premium indicated by current stock price divided by indicated VWAP. 6 (2) Based on illustrative compensation savings present value of $273mm, based on annual savings of $16.3mm tax affected at 20% and valued at Gemini current P/E multiple of 21.0x. (3) Based on illustrative 5% interest rate and 20% tax, assuming stated premium paid in cash financed by new debt. Includes illustrative annual compensation savings.

Exhibit (c)(9)

 

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Confidential Draft – Project Gemini: Confidential Discussion Materials May 23, 2022


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


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– Confidential Draft – Declassification Proposal Premiumï,§ 18% premium to the five day VWAP(1) prior to signing (~2.2% of market cap) ï,§ 1.00 share of common stock plus a dollar amount in cash to be calculated Consideration using the above premium ï,§ Sands family stake subject to 3 year lock-up ï,§ Customary registration rights (with transfer restrictions during lock-up period) Monetization / ï,§ Permitted exemption for up to 25% of remaining stake Lock-up – Sales, including block trades, limited to 1% of market capitalization in any 6 month period, approximately ~$450mm • Daily open market trading limited to 15% of past 20 day average daily trading volume – Permitted to sell in excess of such restriction in Company-led broadly marketed transactions ï,§ Board to adopt anti-pledging policy Pledging – Exception for Sands family (with pledging to not exceed current amount), exception to expire in 5 years ï,§ Restrictions on increasing stake, making proposals, no public criticism for 5 years Standstill – Sands family representatives to leave Board if family wishes to engage in any such activities (including opposing M&A) after the 5 year period Nomination ï,§ Nomination rights that expire over 5 years Rights – 2 Board members if >10% stake; 1 Board members if >5% stake Board Rolesï,§ Rob as non-executive Chairman and Richard as non-executive Board Director Compensation ï,§ Compensation in-line with customary non-executive Chairman and non-executive Board Director & Benefits ï,§ Rotation of Lead Independent Director position at next available normal cycle opportunity Governance ï,§ Majority vote standard 2 (1) Volume weighted average price as calculated by Bloomberg.


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– Confidential Draft – Summary List Of Prior Share Reclassifications Based on the nine prior reclassification situations on Sands family list starred as most relevant Company Date $ Market Cap(1) $ Premium(2) % Market Cap % Premium National Research Sep-17 $840 $69 8.3% 57% Forest City Dec-16 4,764 107 2.2% 31% Stewart Information Jan-16 779 12 1.5% 35% Sotheby’s Sep-05 1,119 48 4.3% 19% Robert Mondavi Aug-04 593 35 5.9% 17% Reader’s Digest Oct-02 1,563 56 3.6% 30%(3) Kaman Jun-05 353 27 7.6% 259% Continental Airlines Nov-00 3,039 174 5.7% 30% Remington Oil and Gas Aug-98 91 4 4.2% 3 most recent 27%(4) median: 2.2% Median $840 $48 4.3% 30% Committee Proposal $44,451(5) $981 2.2% 18% Sands Proposal 44,451 1,744 3.9% 32% Source: Greenhill materials, Company filings, Wall Street research and FactSet. Note: U.S. Dollars in millions. Centerview list includes prior share reclassifications over the last twenty years of companies with a family / founder controlling shareholder and above $500mm market cap. (1) Market cap based on unaffected share price 1-day prior to announcement multiplied by latest publicly available share counts. (2) Premium based on cash per share or low vote price 1-day prior to announcement multiplied by exchange premium multiplied by high vote share count. (3) 22% premium based on 1.22x exchange offered to all high vote shareholders including portion of family stake, representing ~63% of high vote class. 3 (4) 15% premium based on 1.15x exchange offered to all high vote shareholders, including portion of controlling shareholder stake. (5) Based on Class A share price of ~$235 and diluted shares outstanding of ~189mm.


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– Confidential Draft – M&A Premiums Paid Decreases With Size Of Transaction 1,357 U.S. M&A transactions with public target >$200mm over last 10 years, includes deals with cash or stock consideration Average % Premium (Vs. 1-Day Prior To Announcement) n = 304 230 507 316 45.4% 35.9% 31.3% 24.0% $200mm—$500mm—$1bn—$5bn+ $500mm $1bn $5bn Transaction Value 4 Source: Capital IQ. Note: Represents M&A transactions with public U.S. targets with >$200mm transaction value since May 19, 2012.


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Appendix


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– Confidential Draft – Analysis At Various Potential Premiums Based on Gemini Class A current share price of $234.83 (as of May 19, 2022) Premium (%) Current 16.0% 17.0% 18.0% 19.0% 20.0% 21.0% 22.0% 23.0% 24.0% 25.0% 30.0% 32.0% 35.0% Share Price $234.83 $272.40 $274.75 $277.10 $279.45 $281.80 $284.14 $286.49 $288.84 $291.19 $293.54 $305.28 $309.98 $317.02 Premium Per Share ($) – 37.57 39.92 42.27 44.62 46.97 49.31 51.66 54.01 56.36 58.71 70.45 75.15 82.19 5 Day VWAP(1) $246.68 15.2% 16.2% 17.1% 18.1% 19.0% 20.0% 20.9% 21.9% 22.8% 23.8% 28.6% 30.5% 33.3% 10 Day VWAP(1) 246.88 15.2% 16.2% 17.1% 18.1% 19.0% 20.0% 20.9% 21.9% 22.8% 23.8% 28.5% 30.4% 33.3% 20 Day VWAP(1) 248.09 15.1% 16.1% 17.0% 18.0% 18.9% 19.9% 20.8% 21.8% 22.7% 23.7% 28.4% 30.3% 33.1% Stated Premium ($mm) $872 $926 $981 $1,035 $1,090 $1,144 $1,199 $1,253 $1,308 $1,362 $1,635 $1,744 $1,907 Stated Prem % Mkt Cap 2.0% 2.1% 2.2% 2.3% 2.5% 2.6% 2.7% 2.8% 2.9% 3.1% 3.7% 3.9% 4.3% Net Of Comp Value(2) 1.4% 1.5% 1.6% 1.7% 1.9% 2.0% 2.1% 2.2% 2.3% 2.5% 3.1% 3.3% 3.7% Effective Premium ($mm) $766 $814 $862 $910 $958 $1,006 $1,054 $1,101 $1,149 $1,197 $1,437 $1,533 $1,676 Eff Prem % Mkt Cap 1.8% 1.9% 2.0% 2.1% 2.2% 2.3% 2.4% 2.5% 2.7% 2.8% 3.4% 3.6% 3.9% Net Of Comp Value(2) 1.2% 1.3% 1.4% 1.5% 1.6% 1.7% 1.8% 1.9% 2.1% 2.2% 2.7% 3.0% 3.3% P/E â^† To Breakeven(3) +0.3x +0.3x +0.3x +0.4x +0.4x +0.4x +0.4x +0.5x +0.5x +0.5x +0.6x +0.7x +0.8x Committee Proposal Sands Initial Sands Source: Company filings, Wall Street research, Bloomberg and FactSet. Note: U.S. Dollars in millions, except per share amounts. Counterproposal Proposal (1) Premiums calculated as cash premium indicated by current stock price divided by indicated VWAP. 6 (2) Based on illustrative annual compensation savings of $16.3mm tax affected at 20% and valued at Gemini current P/E multiple of 20.2x. (3) Based on illustrative 5% interest rate and 20% tax, assuming stated premium paid in debt. Includes illustrative annual compensation savings.


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– Confidential Draft – Selected Prior Share Reclassification Situations Represents selected prior reclassification situations since 2000 for companies with >$500mm market capitalization at announcement Total High Vote HV / LV Ann. Prem. Date Equity Val. Votes Economic Voting Exchange Cash / Stock Exchange % of Company Ann. @ Ann. (H / L) (Pre / Post) (Pre / Post) Ratio Mix Prem.(1) Mkt Cap Commentary / Rationale National Research 09/17 $0.8 1 / 0.01 14% / 14% 94% / 14% 1.00x 36% / 64% 57% 8.3% HV traded at ~57% prem.; Offer in-line with trading; LV 1/6th dividend Morris Family controlled majority of Class B shares; Elects 4 of 9 Directors; Engine Stewart Info 01/16 0.8 1 / 1 4% / 4% 4% / 4% 1.00x 26% / 74% 35% 1.5% Capital on board pre-reclass Activist situation with rumored M&A; Ratner family elects majority Forest City 12/16 4.8 10 / 1 7% / 9% 44% / 9% 1.31x — / 100% 31% 2.2% of Board; Board evaluation of alternatives Trustee sought potential share sale, Company offered premium; Hubbell 08/15 5.8 20 / 1 12% / 12% 74% / 12% 1.00x 22% / 78% 28% 3.4% Standstill agreement with Trustee (2) Competing bidder for family shares, resulted in higher premium to family; portion Reader’s Digest 10/02 1.5 1 / — 12% / 15% 100% / 15% 1.22x — / 100% 22% 2.7% of family share premium paid in cash and rest of family and other HVS in stock Founder (3) Taubman family controller desired premium; no premium for Shareholder Sotheby’s 09/05 1.1 10 / 1 22% / 12% 62% / 12% 0.51x 58% / 42% 19% 4.3% / other Class B shareholders given Class B O/S below 50% Robert Mondavi 08/04 0.6 10 / 1 36% / 40% 85% / 40% 1.17x — / 100% 17% 5.9% Deal maintained announced 1.165x ratio Alberto-Culver 10/03 3.6 1 / 0 55% / 55% 92% / 55% 1.00x — / 100% -—- Liquidity; Investor confusion; Governance Family Aaron’s Inc. 09/10 1.3 1 / — 14% / 14% 100% / 14% 1.00x — / 100% -—- Liquidity; Align vote/econ; Attract investors Minimum 4% / 4% 4% / 4% 0.51x -—-Controlling Median 14% / 14% 85% / 14% 1.00x 22% 2.7% Maximum 55% / 55% 100% / 55% 1.31x 57% 8.3% CTE 04/03 $0.9 15 / 1 9% / 9% 58% / 9% 1.09x — / 100% 9% 0.8% Single holder, L3, has 50.2% of high vote and 29% of total vote Snowflake 03/21 76.6 10 / 1 82% / 82% 98% / 82% 1.00x — / 100% -—- Class B shares held by Pre-IPO investors converted to Class A shares VMware 10/21 67.8 10 / 1 73% / 73% 96% / 73% 1.00x — / 100% -—- Spin-related distribution SAP 02/01 48.8 1 / — 58% / 58% 100% / 58% 1.00x — / 100% -—- Transparent cap structure; greater flexibility; governance Time Warner Cable 05/08 30.5 10 / 1 8% / 8% 45% / 8% 1.00x — / 100% -—- Spin-related distribution Conoco 07/01 17.3 5 / 1 70% / 70% 92% / 70% 1.00x — / 100% -—- Spin-related distribution Raytheon 02/01 12.2 1 / 1(4) 70% / 70% 70% / 70% 1.00x — / 100% -—- Spin-related distribution GameStop 12/06 4.2 10 / 1 39% / 39% 87% / 39% 1.00x — / 100% -—- Simplify cap. structure; liquidity; governance Waddell Reed 12/00 3.0 5 / 1 48% / 48% 82% / 48% 1.00x — / 100% -—- Reduce investor confusion, liquidity, simplify capital structure Chipotle 10/09 2.6 10 / 1 52% / 52% 92% / 52% 1.00x — / 100% -—- Eliminate discount; liquidity; attract investors Founder Agere Systems 12/04 2.4 1 / 1(4) 52% / 52% 52% / 52% 1.00x — / 100% -—- Liquidity; Investor confusion; improve governance / Shareholder Victory Capital 09/21 2.3 10 / 1 76% / 76% 97% / 76% 1.00x — / 100% -—- Strengthen governance; increase inclusion in indices; eliminate confusion Eagle Materials 01/06 2.3 1 / 1(5) 48% / 48% 48% / 48% 1.00x — / 100% -—- Simplify cap. structure; liquidity; investor confusion Freeport-McMoran 02/02 2.1 1 / 1(4) 61% / 61% 61% / 61% 1.00x — / 100% -—- Spin-related distribution Family SunPower 09/11 1.1 8 / 1 42% / 42% 85% / 42% 1.00x — / 100% -—- Spin-related distribution Curtiss 02/05 1.1 1 / 1(4) 41% / 41% 41% / 41% 1.00x — / 100% -—- Spin-related distribution No Gartner Inc. 02/05 1.0 1 / 1(4) 20% / 20% 20% / 20% 1.00x — / 100% -—- Maintained vote / econ%; Lost director majority Controlling FECI 02/03 0.9 1 / 1(4) 54% / 54% 54% / 54% 1.00x — / 100% -—- Spin-related distribution Mueller Water 10/09 0.7 8 / 1 74% / 74% 96% / 74% 1.00x — / 100% -—- Liquidity; reduce investor confusion; improve governance Triarc Companies 04/08 0.6 1 / 0.1 31% / 31% 82% / 31% 1.00x — / 100% -—- Acquiror in competitive merger process Minimum 8% / 8% 20% / 8% 1.00x -—-Median 50% / 50% 76% / 50% 1.00x -—-Maximum 74% / 74% 100% / 74% 1.09x 9% 0.8% Source: Company filings and FactSet. Includes companies above $500mm equity value at announcement of reclassification. 7 (1) Defined as ((Exchange Ratio + Cash Consideration) / Low Vote Shares—1) on last trading day prior to announcement. (2) Based on 1.22x exchange ratio offered for portion of family shares and other shareholders representing 50% of high vote shares. Excludes additional cash premium for portion of family shares. (3) Only Family Class B shares were exchanged at premium for cash and stock. Remaining Class B shares were automatically converted to Class A according to the Articles as outstanding Class B shares represented <50% of aggregate votes. (4) Class B entitled to elect 80% of Directors. Same voting power on all other matters. (5) Class B shares entitled to elect 85% of Directors. Same voting power on all other matters.


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– Confidential Draft – Gemini Class A & Class B Historical Trading Volume Detail Class A Daily Trading Volume Class A Daily Value Of Over Last 20 Years Shares Traded (000’s) ($mm) Average Class A Daily Trading Volume Average Class A Daily Value Traded 60,000 20-Year 10-Year 5-Year 3-Year 1-Year 13-D $3,000 20-Year 10-Year 5-Year 3-Year 1-Year 13-D Volume (000’s) 1,669 1,605 1,455 1,213 1,036 1,060 Value ($mm) 127 220 291 242 236 261 50,000 40,000 Saturn Class A Shares Held (mm) $2,000 2001 2011 2021 30,000 10.2 10.9 7.1 20,000 $1,000 10,000 – – May-02 May-07 May-12 May-17 May-22 May-02 May-07 May-12 May-17 May-22 Class B Daily Trading Volume Class B Daily Value Of Over Last 20 Years Shares Traded (000’s) Average Class B Daily Trading Volume ($mm) Average Class B Daily Value Traded 20-Year 10-Year 5-Year 3-Year 1-Year 13-D 20-Year 10-Year 5-Year 3-Year 1-Year 13-D 50 Volume (000’s) 1.3 1.0 0.3 0.3 0.1 0.4 Value ($mm) $0.09 $0.15 $0.06 $0.05 $0.03 $0.12 $2 40 Saturn Class B Shares Held (mm) 2001 2011 2021 30 22.7 22.6 22.8 20 $1 10 – – May-02 May-07 May-12 May-17 May-22 May-02 May-07 May-12 May-17 May-22 8 Source: Company filings and FactSet.

Exhibit (c)(10)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials May 20, 2022    


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


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– Confidential Draft – Summary List Of Prior Share Reclassifications Centerview Greenhill Company Date Mkt Cap $ Premium % Mkt Cap % Premium % Premium Focus Commentary National High vote traded at ~57% premium to Sep-17 $840 $69 8.3% 57% 57% Research low vote prior to deal; 6x dividend rights Forest City Dec-16 4,764 107 2.2% 31% 31% Stewart Jan-16 779 12 1.5% 35% 35% Information Greenhill indicated family only had Hubbell Aug-15 5,820 201 3.4% 28% 28% negative control Greenhill excluded 0% premium Aaron’s Inc. Sep-10 1,346 0 0.0% 0% Not Included transactions Sotheby’s Sep-05 1,119 48 4.3% 19% 19% Robert Greenhill indicated Mondavi retained Aug-04 593 35 5.9% 17% 17% Mondavi effective control CTE Apr-03 939 7 0.8% 9% 9% Did not involve family / founder Greenhill excluded 0% premium Alberto-Culver Apr-03 3,577 0 0.0% 0% Not Included transactions Reader’s (1) Competing bidder for family shares, Oct-02 1,532 42 2.7% 22% 30% Digest resulted in higher premium to family Kaman Jun-05 259% Below $500mm market cap Continental Nov-00 30% Airlines Greenhill Dairy Mart Not Included Only Dec-99 10% Convenience Pacificare Health May-99 5% Remington Oil Aug-98 27% and Gas Median 2.5% 21% 28% Committee Proposal $44,451 $872 2.0% 16% 16% Sands Proposal 44,451 1,744 3.9% 32% 32% 2 Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in millions. Centerview list includes prior share reclassifications over the last twenty years of companies with a family / founder controlling shareholder and above $500mm market cap. (1) Based on 1.22x exchange ratio offered for portion of family shares and other shareholders representing 50% of high vote shares. Excludes additional cash premium for portion of family shares.


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– Confidential Draft – M&A Premiums Paid Decreases With Size Of Transaction 1,357 U.S. M&A transactions with public target >$200mm over last 10 years, includes deals with cash or stock consideration % Premium (Vs. 1-Day Prior To Announcement) n = 304 230 507 316 45.4% 35.9% 31.3% 24.0% $200mm—$500mm—$1bn—$5bn+ $500mm $1bn $5bn Transaction Value 3 Source: Capital IQ. Note: Represents M&A transactions with public U.S. targets with >$200mm transaction value since May 19, 2012.


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– Confidential Draft – Analysis At Various Potential Premiums Based on Gemini Class A current share price of $234.83 (as of May 19, 2022) Premium (%) Current 16.0% 17.0% 18.0% 19.0% 20.0% 21.0% 22.0% 23.0% 24.0% 25.0% 30.0% 32.0% 35.0% Share Price $234.83 $272.40 $274.75 $277.10 $279.45 $281.80 $284.14 $286.49 $288.84 $291.19 $293.54 $305.28 $309.98 $317.02 Premium Per Share ($) – 37.57 39.92 42.27 44.62 46.97 49.31 51.66 54.01 56.36 58.71 70.45 75.15 82.19 5 Day VWAP(1) $246.68 15.2% 16.2% 17.1% 18.1% 19.0% 20.0% 20.9% 21.9% 22.8% 23.8% 28.6% 30.5% 33.3% 10 Day VWAP(1) 246.88 15.2% 16.2% 17.1% 18.1% 19.0% 20.0% 20.9% 21.9% 22.8% 23.8% 28.5% 30.4% 33.3% 20 Day VWAP(1) 248.09 15.1% 16.1% 17.0% 18.0% 18.9% 19.9% 20.8% 21.8% 22.7% 23.7% 28.4% 30.3% 33.1% Stated Premium ($mm) $872 $926 $981 $1,035 $1,090 $1,144 $1,199 $1,253 $1,308 $1,362 $1,635 $1,744 $1,907 Stated Prem % Mkt Cap 2.0% 2.1% 2.2% 2.3% 2.5% 2.6% 2.7% 2.8% 2.9% 3.1% 3.7% 3.9% 4.3% Net Of Comp Value(2) 1.4% 1.5% 1.6% 1.7% 1.9% 2.0% 2.1% 2.2% 2.3% 2.5% 3.1% 3.3% 3.7% Effective Premium ($mm) $766 $814 $862 $910 $958 $1,006 $1,054 $1,101 $1,149 $1,197 $1,437 $1,533 $1,676 Eff Prem % Mkt Cap 1.8% 1.9% 2.0% 2.1% 2.2% 2.3% 2.4% 2.5% 2.7% 2.8% 3.4% 3.6% 3.9% Net Of Comp Value(2) 1.2% 1.3% 1.4% 1.5% 1.6% 1.7% 1.8% 1.9% 2.1% 2.2% 2.7% 3.0% 3.3% P/E    To Breakeven(3) +0.3x +0.3x +0.3x +0.4x +0.4x +0.4x +0.4x +0.5x +0.5x +0.5x +0.6x +0.7x +0.8x Committee Proposal Sands Initial Sands Source: Company filings, Wall Street research, Bloomberg and FactSet. Note: U.S. Dollars in millions, except per share amounts. Counterproposal Proposal (1) Premiums calculated as cash premium indicated by current stock price divided by indicated VWAP. 4 (2) Based on illustrative annual compensation savings of $16.3mm tax affected at 20% and valued at Gemini current P/E multiple of 20.2x. (3) Based on illustrative 5% interest rate and 20% tax, assuming stated premium paid in debt. Includes illustrative annual compensation savings.


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Appendix: Selected Precedents    


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– Confidential Draft – Selected Prior Share Reclassification Situations Represents selected prior reclassification situations since 2000 for companies with >$500mm market capitalization at announcement Total High Vote HV / LV Ann. Prem. Date Equity Val. Votes Economic Voting Exchange Cash / Stock Exchange % of Company Ann. @ Ann. (H / L) (Pre / Post) (Pre / Post) Ratio Mix Prem.(1) Mkt Cap Commentary / Rationale National Research 09/17 $0.8 1 / 0.01 14% / 14% 94% / 14% 1.00x 36% / 64% 57% 8.3% HV traded at ~57% prem.; Offer in-line with trading; LV 1/6th dividend Morris Family controlled majority of Class B shares; Elects 4 of 9 Directors; Engine Stewart Info 01/16 0.8 1 / 1 4% / 4% 4% / 4% 1.00x 26% / 74% 35% 1.5% Capital on board pre-reclass Activist situation with rumored M&A; Ratner family elects majority Forest City 12/16 4.8 10 / 1 7% / 9% 44% / 9% 1.31x — / 100% 31% 2.2% of Board; Board evaluation of alternatives Trustee sought potential share sale, Company offered premium; Hubbell 08/15 5.8 20 / 1 12% / 12% 74% / 12% 1.00x 22% / 78% 28% 3.4% Standstill agreement with Trustee (2) Competing bidder for family shares, resulted in higher premium to family; portion Reader’s Digest 10/02 1.5 1 / — 12% / 15% 100% / 15% 1.22x — / 100% 22% 2.7% of family share premium paid in cash and rest of family and other HVS in stock Founder (3) Taubman family controller desired premium; no premium for Shareholder Sotheby’s 09/05 1.1 10 / 1 22% / 12% 62% / 12% 0.51x 58% / 42% 19% 4.3% / other Class B shareholders given Class B O/S below 50% Robert Mondavi 08/04 0.6 10 / 1 36% / 40% 85% / 40% 1.17x — / 100% 17% 5.9% Deal maintained announced 1.165x ratio Alberto-Culver 10/03 3.6 1 / 0 55% / 55% 92% / 55% 1.00x — / 100% -—- Liquidity; Investor confusion; Governance Family Aaron’s Inc. 09/10 1.3 1 / — 14% / 14% 100% / 14% 1.00x — / 100% -—- Liquidity; Align vote/econ; Attract investors Minimum 4% / 4% 4% / 4% 0.51x -—-Controlling Median 14% / 14% 85% / 14% 1.00x 22% 2.7% Maximum 55% / 55% 100% / 55% 1.31x 57% 8.3% CTE 04/03 $0.9 15 / 1 9% / 9% 58% / 9% 1.09x — / 100% 9% 0.8% Single holder, L3, has 50.2% of high vote and 29% of total vote Snowflake 03/21 76.6 10 / 1 82% / 82% 98% / 82% 1.00x — / 100% -—- Class B shares held by Pre-IPO investors converted to Class A shares VMware 10/21 67.8 10 / 1 73% / 73% 96% / 73% 1.00x — / 100% -—- Spin-related distribution SAP 02/01 48.8 1 / — 58% / 58% 100% / 58% 1.00x — / 100% -—- Transparent cap structure; greater flexibility; governance Time Warner Cable 05/08 30.5 10 / 1 8% / 8% 45% / 8% 1.00x — / 100% -—- Spin-related distribution Conoco 07/01 17.3 5 / 1 70% / 70% 92% / 70% 1.00x — / 100% -—- Spin-related distribution Raytheon 02/01 12.2 1 / 1(4) 70% / 70% 70% / 70% 1.00x — / 100% -—- Spin-related distribution GameStop 12/06 4.2 10 / 1 39% / 39% 87% / 39% 1.00x — / 100% -—- Simplify cap. structure; liquidity; governance Waddell Reed 12/00 3.0 5 / 1 48% / 48% 82% / 48% 1.00x — / 100% -—- Reduce investor confusion, liquidity, simplify capital structure Chipotle 10/09 2.6 10 / 1 52% / 52% 92% / 52% 1.00x — / 100% -—- Eliminate discount; liquidity; attract investors Founder Agere Systems 12/04 2.4 1 / 1(4) 52% / 52% 52% / 52% 1.00x — / 100% -—- Liquidity; Investor confusion; improve governance /    Shareholder Victory Capital 09/21 2.3 10 / 1 76% / 76% 97% / 76% 1.00x — / 100% -—- Strengthen governance; increase inclusion in indices; eliminate confusion Eagle Materials 01/06 2.3 1 / 1(5) 48% / 48% 48% / 48% 1.00x — / 100% -—- Simplify cap. structure; liquidity; investor confusion Freeport-McMoran 02/02 2.1 1 / 1(4) 61% / 61% 61% / 61% 1.00x — / 100% -—- Spin-related distribution Family SunPower 09/11 1.1 8 / 1 42% / 42% 85% / 42% 1.00x — / 100% -—- Spin-related distribution Curtiss 02/05 1.1 1 / 1(4) 41% / 41% 41% / 41% 1.00x — / 100% -—- Spin-related distribution No Gartner Inc. 02/05 1.0 1 / 1(4) 20% / 20% 20% / 20% 1.00x — / 100% -—- Maintained vote / econ%; Lost director majority Controlling FECI 02/03 0.9 1 / 1(4) 54% / 54% 54% / 54% 1.00x — / 100% -—- Spin-related distribution Mueller Water 10/09 0.7 8 / 1 74% / 74% 96% / 74% 1.00x — / 100% -—- Liquidity; reduce investor confusion; improve governance Triarc Companies 04/08 0.6 1 / 0.1 31% / 31% 82% / 31% 1.00x — / 100% -—- Acquiror in competitive merger process Minimum 8% / 8% 20% / 8% 1.00x -—-Median 50% / 50% 76% / 50% 1.00x -—-Maximum 74% / 74% 100% / 74% 1.09x 9% 0.8% Source: Company filings and FactSet. Includes companies above $500mm equity value at announcement of reclassification. 6 (1) Defined as ((Exchange Ratio + Cash Consideration) / Low Vote Shares—1) on last trading day prior to announcement. (2) Based on 1.22x exchange ratio offered for portion of family shares and other shareholders representing 50% of high vote shares. Excludes additional cash premium for portion of family shares. (3) Only Family Class B shares were exchanged at premium for cash and stock. Remaining Class B shares were automatically converted to Class A according to the Articles as outstanding Class B shares represented <50% of aggregate votes. (4) Class B entitled to elect 80% of Directors. Same voting power on all other matters. (5) Class B shares entitled to elect 85% of Directors. Same voting power on all other matters.

Exhibit (c)(11)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials May 15, 2022    


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


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– Confidential Draft – Illustrative Response Illustrative Proposal Premiumï,§ TBD Considerationï,§ TBD ï,§ Sands family stake subject to 5 year lock-up Monetization / ï,§ Permitted exemption for up to 33% of their stake – Sales limited to 1% of market capitalization in any 6 month period, approximately ~$470mm Lock-up • Permitted to sell up in excess of this restriction in a Company-run broadly marketed transaction – Participation in any Company buyback done at prevailing market prices or less ï,§ Restrictions on increasing stake, making proposals, no public criticism for 5 years Standstill – Sands representatives to leave Board to engage in any related activities after the 5 year period Nomination ï,§ Nomination rights that expire over 5 years Rights – 2 Board members if >10% stake; 1 Board members if >5% stake Executive Rolesï,§ No ongoing executive roles Compensation ï,§ Compensation and benefits to be in-line with a typical Gemini non-executive director & Benefits ï,§ Rotation of Lead Independent Director position Governance ï,§ Majority vote standard 2


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– Confidential Draft – Summary Stock Vs. Cash Consideration Stock Cash No immediate cash outlay required Less EPS dilution than stock Provides increased flexibility as to timing of Potentially value accretive if stock price repurchases / cash outlay increases Majority of prior reclass premiums Cash premium reduces future selling of Benefits utilized stock Sands stake Does not impact leverage profile – Less overhang on shares from expected Sands monetization May be preferred if stock declines May be faster to achieve similar end result (i.e., buying back Sands shares) ï,§ More EPS dilution than cashï,§ Lower flexibility as to timing of cash outlayï,§ Larger future stake monetization requiredï,§ Crystalizes amount of premium in uncertain capital markets environmentï,§ Potential overhang on shares from expected Sands monetizationï,§ Increases company’s leverage profile Considerations ï,§ If company expects to repurchase shares in the ï,§ Cash return to Sands only may be viewed as future, creates an extra step vs. use of cash targeted buyback


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– Confidential Draft – Analysis At Various Potential Exchange Ratios / Premiums Summary Metrics At Various Illustrative Exchange Ratios / Premiums Prior Situations Prem % Exchange Exchange Premium – 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% Mkt Cap Prem Exchange Ratio 1.00x 1.05x 1.10x 1.15x 1.20x 1.25x 1.30x 1.35x 9.6% 19% Stated Premium ($bn) – ($0.3) ($0.6) ($0.9) ($1.2) ($1.4) ($1.7) ($2.0) 8.3% 57% Stated Prem % Mkt Cap — 0.6% 1.2% 1.8% 2.5% 3.1% 3.7% 4.3% 6.9% 17% Net Of Comp Value (1) (0.6%) 0.0% 0.6% 1.2% 1.9% 2.5% 3.1% 3.7% 3.4% 28% 3.3% 22% Effective Premium ($bn) – ($0.3) ($0.5) ($0.7) ($1.0) ($1.2) ($1.5) ($1.7) 2.9% 31% Eff Prem % Mkt Cap — 0.5% 1.1% 1.6% 2.1% 2.6% 3.1% 3.6% 1.5% 35% -—-Net Of Comp Value (1) (0.6%) (0.1%) 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% -—- P/E â^† To Breakeven (0.1x) +0.0x +0.2x +0.3x +0.4x +0.5x +0.7x +0.8x Median 3.3% 22% Initial proposal 4 Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in billions, except per share amounts.. (1) Based on illustrative annual compensation savings of $16.3mm tax affected at 20% and valued at Gemini current P/E multiple of 21.5x.


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Appendix: Selected Precedents    


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– Confidential Draft – Summary Of Selected Prior Share Reclassification Situations Evaluated 29 prior reclassification situations since 2001 (companies over $500mm market cap at time of announcement) In the 9 family / founder situations, all but 2 included a premium paid to the family Only 1 of the 20 situations without a family / founder controller had a premium paid (in CTE 50.2% of the high vote stock was owned by a single holder L3; 29% of total vote) High Vote Class Ownership Dynamics Announced Premium As % Of Market Cap Chart reflects max, min and median of selected n=29 prior reclassification situations (n=29)    Family / Founder Max 9.6% Controlling Shareholder 0.8% (e.g., Forest City) Median 3.3%    Min 0.0% 0.0% 31% Announced Exchange Premium Max 57.2%    69% No Family / Founder Controlling Median 22.0% 9.0% Shareholder (e.g., Chipotle) Min 0.0% 0.0%    Family / Founder No Family / Founder Controlling Shareholder Controlling Shareholder    6 Source: Company filings and FactSet.


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– Confidential Draft – Prior Reclassification Exchange Premium Analysis Premiums paid as % market cap in selected recent situations has ranged from 1.5% to 3.5%, implying an exchange ratio of 1.15x to 1.34x for Gemini Selected Prior Reclassification Situations Gemini Class B Premium At Various % Aggregate Premium Paid As % Of Market Cap Premium in Selected Recent Situations Stewart For. City Median Hubbell 9.6% 8.3% 6.9% Sands Initial 1.5% 2.9% 3.3% 3.4% 3.4% 3.3% Proposal: 4.3% 2.9% 1.5% Median: 3.3% -—- Gemini Market Cap ($bn) $47.1 Announced Exchange Premium Implied Prem. Paid By 57% $0.7 $1.4 $1.6 $1.6 Sands Initial Class A To Class B ($) 31% 35% Proposal: 35% 28% 19% 22% Median: 22% 17% Class B Shares 23.2 -—- Sotheby’s Robert Reader’s Stewart Info. Alberto- Pro Forma Class B Shares 26.6 29.7 30.7 30.9 Mondavi Digest Culver National Hubbell Forest City Aaron’s Inc. Research Implied Exchange 14.6% 28.1% 32.3% 33.3% Premium Aggregate Premium ($mm) Implied Exchange $96 $81 $42 $197 $78 $160 $13 -—- 1.15x 1.28x 1.32x 1.33x Ratio 7 Source: Company filings and FactSet. Note: Sorted high to low by aggregate premium paid as % of market cap.


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– Confidential Draft – Selected Prior Share Reclassification Situations Represents selected prior reclassification situations since 2000 for companies with >$500mm market capitalization at announcement Total High Vote HV / LV Ann. Prem. Date Equity Val. Votes Economic Voting Exchange Cash / Stock Exchange % of Company Ann. @ Ann. (H / L) (Pre / Post) (Pre / Post) Ratio Mix Prem.(1) Mkt Cap Commentary / Rationale National Research 09/17 $1.0 1 / 0.01 14% / 14% 94% / 14% 1.00x 36% / 64% 57% 8.3% HV traded at ~57% prem.; Offer in-line with trading; LV 1/6th dividend Morris Family controlled majority of Class B shares; Elects 4 of 9 Directors; Engine Stewart Info 01/16 0.8 1 / 1 4% / 4% 4% / 4% 1.00x 26% / 74% 35% 1.5% Capital on board pre-reclass Activist situation with rumored M&A; Ratner family elects majority Forest City 12/16 5.5 10 / 1 7% / 9% 44% / 9% 1.31x — / 100% 31% 2.9% of Board; Board evaluation of alternatives Trustee sought potential share sale, Company offered premium; Hubbell 08/15 5.7 20 / 1 12% / 12% 74% / 12% 1.00x 22% / 78% 28% 3.4% Standstill agreement with Trustee Family controller Trust desired diversification; Reader’s Digest 04/02 2.3 1 / — 12% / 15% 100% / 15% 1.22x — / 100% 22% 3.3% Sent first proposal ~30% premium Founder (2) Taubman family controller desired premium; no premium for Shareholder Sotheby’s 09/05 1.0 10 / 1 22% / 12% 62% / 12% 0.51x 58% / 42% 19% 9.6% / other Class B shareholders given Class B O/S below 50% Robert Mondavi 08/04 0.6 10 / 1 36% / 40% 85% / 40% 1.17x — / 100% 17% 6.9% Deal maintained announced 1.165x ratio Alberto-Culver 10/03 3.6 1 / 0 55% / 55% 92% / 55% 1.00x — / 100% -—- Liquidity; Investor confusion; Governance Family Aaron’s Inc. 09/10 1.4 1 / — 14% / 14% 100% / 14% 1.00x — / 100% -—- Liquidity; Align vote/econ; Attract investors Minimum 4% / 4% 4% / 4% 0.51x -—-Controlling Median 14% / 14% 85% / 14% 1.00x 22% 3.3% Maximum 55% / 55% 100% / 55% 1.31x 57% 9.6% CTE 04/03 $0.9 15 / 1 9% / 9% 58% / 9% 1.09x — / 100% 9% 0.8% Single holder, L3, has 50.2% of high vote and 29% of total vote Snowflake 03/21 76.6 10 / 1 82% / 82% 98% / 82% 1.00x — / 100% -—- Class B shares held by Pre-IPO investors converted to Class A shares VMware 10/21 67.8 10 / 1 73% / 73% 96% / 73% 1.00x — / 100% -—- Spin-related distribution SAP 02/01 48.8 1 / — 58% / 58% 100% / 58% 1.00x — / 100% -—- Transparent cap structure; greater flexibility; governance Time Warner Cable 05/08 30.5 10 / 1 8% / 8% 45% / 8% 1.00x — / 100% -—- Spin-related distribution Conoco 07/01 17.3 5 / 1 70% / 70% 92% / 70% 1.00x — / 100% -—- Spin-related distribution Raytheon 02/01 12.2 1 / 1(3) 70% / 70% 70% / 70% 1.00x — / 100% -—- Spin-related distribution GameStop 12/06 4.2 10 / 1 39% / 39% 87% / 39% 1.00x — / 100% -—- Simplify cap. structure; liquidity; governance Waddell Reed 12/00 3.0 5 / 1 48% / 48% 82% / 48% 1.00x — / 100% -—- Reduce investor confusion, liquidity, simplify capital structure Chipotle 10/09 2.6 10 / 1 52% / 52% 92% / 52% 1.00x — / 100% -—- Eliminate discount; liquidity; attract investors Founder Agere Systems 12/04 2.4 1 / 1(3) 52% / 52% 52% / 52% 1.00x — / 100% -—- Liquidity; Investor confusion; improve governance /    Shareholder Victory Capital 09/21 2.3 10 / 1 76% / 76% 97% / 76% 1.00x — / 100% -—- Strengthen governance; increase inclusion in indices; eliminate confusion Eagle Materials 01/06 2.3 1 / 1(4) 48% / 48% 48% / 48% 1.00x — / 100% -—- Simplify cap. structure; liquidity; investor confusion Freeport-McMoran 02/02 2.1 1 / 1(3) 61% / 61% 61% / 61% 1.00x — / 100% -—- Spin-related distribution Family SunPower 09/11 1.1 8 / 1 42% / 42% 85% / 42% 1.00x — / 100% -—- Spin-related distribution Curtiss 02/05 1.1 1 / 1(3) 41% / 41% 41% / 41% 1.00x — / 100% -—- Spin-related distribution No Gartner Inc. 02/05 1.0 1 / 1(3) 20% / 20% 20% / 20% 1.00x — / 100% -—- Maintained vote / econ%; Lost director majority Controlling FECI 02/03 0.9 1 / 1(3) 54% / 54% 54% / 54% 1.00x — / 100% -—- Spin-related distribution Mueller Water 10/09 0.7 8 / 1 74% / 74% 96% / 74% 1.00x — / 100% -—- Liquidity; reduce investor confusion; improve governance Triarc Companies 04/08 0.6 1 / 0.1 31% / 31% 82% / 31% 1.00x — / 100% -—- Acquiror in competitive merger process Minimum 8% / 8% 20% / 8% 1.00x -—-Median 50% / 50% 76% / 50% 1.00x -—-Maximum 74% / 74% 100% / 74% 1.09x 9% 0.8% Source: Company filings and FactSet. Includes companies above $500mm equity value at announcement of reclassification. 8 (1) Defined as ((Exchange Ratio + Cash Consideration) / Low Vote Shares—1) on last trading day prior to announcement. (2) Only Taubman family Class B shares were exchanged at premium for cash and stock. Remaining Class B shares were automatically converted to Class A according to the Articles as outstanding Class B shares represented less than 50% of aggregate votes. (3) Class B entitled to elect 80% of Directors. Same voting power as Class A on all other matters. (4) Class B shares entitled to elect 85% of Directors. Same voting power on all other matters.


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– Confidential Draft – Related Party Selected Dual Class Stock Transactions John Malone HVS Prem. Ctrl. S/H HVS Prem. / Ann. Deal Over Premium to Unaffected Price (2) Prem. as % Voting Int. Econ. Int. (Disc.) to LVS Ctrl. S/H Post-Txn Date Acquiror Target Size ($bn) LVS Prem.(1) High Vote Low Vote Agg. Paid Txn. Val.(3) High / Low High / Low L6M Trading(4) Board Seat Mgmt. 6/16 (5) $4.4 6% 24% 16% 17% 0.5% 51% / 49% 9% / 91% 0.1% 2/13 Assisted Living 0.5 8% 33% 24% 25% 0.6% 59% / 41% 13% / 87% NA Concepts 12/11 3.1 20% 112% 76% 81% 2.0% 50% / 50% 12% / 88% NA 9/09 (6) 8.6 72% 130% 34% 40% 3.5% 41% / 59% 7% / 93% NA (7) 5/09 12.7 12% NA NA NA NA 33% / 68% 6% / 94% 0.5% 10/04 1.4 16% 65% 42% 50% 4.0% 83% / 17% 33% / 67% NA (8) 12/02 3.6 73% 277% 118% 127% 2.8% 75% / 25% 5% / 95% NA 2/00 4.3 67% 136% 42% 45% 1.8% 27% / 73% 4% / 96% NA 3/99 Century 5.5 9% 36% 25% 31% 3.1% 92% / 8% 55% / 45% NA Communication 6/98 48.3 9% 44% 33% 34% 0.6% 47% / 53% 10% / 90% (0.4%) Capstar Broadcasting SFX 8/97 2.0 30% 127% 74% 80% 1.2% 52% / 48% 10% / 90% NA (Hicks Muse) Broadcasting 8/96 Silver King 1.4 20% 42% 18% 22% 3.8% 67% / 33% 17% / 83% NA Communication Minimum 6% 24% 16% 17% 0.5% 27% / 8% 4% / 45% (0.4%) Median 18% 65% 34% 40% 2.0% 52% / 48% 10% / 90% 0.1% Mean 28% 93% 46% 50% 2.2% 56% / 44% 15% / 85% 0.0% Maximum 73% 277% 118% 127% 4.0% 92% / 73% 55% / 96% 0.5% Source: Company filings, Capital IQ, FactSet and Thomson Banker. Note: Reflects selected transactions in which different classes received different levels of consideration. Excludes transactions in which multiple classes of stock were publically traded and received differentiated premiums but same absolute dollar amount of per share consideration. Excludes transactions in which high-vote shares / controlling shareholders received consideration with non-specific value (e.g., Hammons, Dream Works). (1) Represents high vote per share offer value divided by low vote per share offer minus 1. (2) Represents high vote and low vote offer premium to low vote share price as of day prior to announcement, except in instances where high vote shares were publicly traded. In such instances, represents offer price premium to each respective class as of day prior to announcement. Aggregate represents aggregate combined offer premium to low vote share price. (3) Calculated as aggregate excess premium in consideration paid to high-vote shares vs. consideration paid to low-vote shares, divided by transaction value. (4) Companies with only one class of shares that are publicly traded denoted with NA. (5) High-vote Starz shares received $7.26 in cash, 0.6321 non-voting Lionsgate shares and 0.6321 voting Lionsgate shares. Low-vote Starz shares received $18.00 in cash and 0.6784 non-voting Lionsgate shares. Value of stock consideration based on acquiror’s VWAP over 20 days preceding announcement. (6) High- and low-vote ACS shareholders received a mixed consideration of 4.935 shares of Xerox common stock and $18.60 in cash per share held. High vote shareholders in aggregate received an additional consideration of $300mm 8.0% Convertible Perpetual Preferred Stock. (7) Liberty Media to be split into two companies: Liberty Entertainment (LEI) and Liberty Starz (LSTZ). Each Liberty Media A / B share entitled to 0.9 LEI A/B share and 0.1 LSTZ A/B share. DIRECTV agreed to issue 1.1111 DIRECTV A share for each LEI A share and 1.1111 DIRECTV B share for each LEI B share. Each DIRECTV B share represents 15 votes and each DIRECTV A share represents 1 vote; thus tangible economic premium for high vote shares not available; nominal premium to low vote share price calculated based on adjusted Liberty Media share price (0.9x prior day closing price). 9 (8) Non-voting Panamco shareholders received a cash consideration of $22.00 per share. Voting Panamco shareholders received a cash consideration of $38.00 per share. The Coca-Cola Company (“KO”) received a stock consideration of 304mm shares of unlisted Series D Coca-Coca FEMSA (“KOF”) stock valued at $22.00 per Panamco share.


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Appendix: Supporting Analyses    


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– Confidential Draft – Illustrative Partial Ownership Stake Monetization Analysis Gemini Class A share ADTV over the prior year has been ~1mm shares or ~$240mm per day. Sands indicated desired liquidity of ~1/3 of PF stake(1) implies potential sale of ~13.3mm shares or ~$3.3bn, which may cause downward pressures on Gemini stock if daily selling exceeds certain amounts (e.g., 25% of ADTV) Illustrative Trading Days To Selldown 1/3 Of PF Sands Illustrative Sands Stake At 35% Premium Stake At <25% Of Class A Trading Volume & Value Class A Average Daily Trading Volume (000’s) (Last 20 Years) Sands Class A Shares (mm)(2) 9.3 60,000 (2) 40,000 Average Daily Volume: 1.7mm shares Sands Class B Shares (mm) 22.8 20,000 Total Current Shares (mm) 32.0 – May-02 May-07 May-12 May-17 May-22 x Class A Share Price $248.92 Total Market Value ($mm) $7,977 Class A Average Daily Trading Value ($mm) (Last 20 Years) $3,000 $2,000 Illus. New Shares @ 35% Premium (mm) 8.0 $1,000 ADTV: $127mm PF Shares (mm) 40.0 – May-02 May-07 May-12 May-17 May-22 x Class A Share Price $248.92 PF Market Value ($mm) $9,962 Trading Days To Selldown By Class A Volume / ADTV ADTV Avg. Daily 25% of 25% of Trading Days Trading Days Illustrative 1/3 of PF Sands Ownership (000’s) Value ($mm) Vol. (000’s) Value ($mm) by Volume by Value 1/3 Of PF Shares (mm) 13.3 20-Year 1,665 $127 416 $32 32 104 1/3 Of PF Market Value ($mm) $3,321 10-Year 1,597 221 399 55 33 60 5-Year 1,455 292 364 73 37 45 3-Year 1,210 242 302 61 44 55 1-Year 1,047 240 262 60 51 55 Source: Company filings, CapIQ and FactSet. Note: U.S. Dollars in millions. Share counts in thousands, unless otherwise specified. 11 (1) Assuming 35% exchange premium and all stock exchange. (2) Share counts as of amended Schedule 13-D filed April 4, 2022. Class A shares includes Class 1 shares.


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– Confidential Draft – Summary Governance Rights In Prior Share Reclassification Situations Premium Ann. % Of Company / HVS Voting Exchange Market Expense & Fee Date (Pre / Post) Premium Cap Nomination Rights Standstill Reimbursement Full 94% / 14% 57% 8.3% reimbursement (~$2mm) Sep-17 Nomination of 2 family Each party paid members in 2016, and 4%(1) / 4% 35% 1.5% themselves, Company 1 member in 2017 and Jan-16 reimbursed $150k 2018 as Vice Chairman Nomination of 4 75% of post-reclass Full directors, including non- holdings required 44% / 9% 31% 2.9% reimbursement exec Chairman until to maintain Dec-16 (~$1.5mm) 2019, and 2 until 2021 nomination rights 2 year standstill, no Reimbursement 74% / 12% 28% 3.4% increasing stake, up to $4mm Aug-15 nominating directors 100% / 15% 22% 3.3% Apr-02 Understood that 4-years or 30 days Taubman would resign after Family owns 62% / 12% 19% 9.6% Sep-05 from some Committees less than 10% / but not Board aren’t on Board 85% / 40% 17% 6.9% Aug-04 92% / 55% — —Oct-03 No nomination rights but Classified Board put 2 100% / 14% — —family members in terms Sep-10 expiring 2011 and 2013 12 Source: Company filings, CapIQ and FactSet. Note: Ordered highest to lowest by announced exchange premium. (1) Previously elected 4 of 9 Class B directors.    


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– Confidential Draft – Selected U.S. Companies With A Large Strategic / Financial Sponsor Shareholder Market Nomination Board Company Investor % Stake Cap Rights Standstill Members Other 33% $52.4 4 / 12 JAB has right to nominate 4 directors and Mondelez right to appoint 2 directors; each party agreed to 6-month standstill 5% 1 / 12    Right to nominate 2 directors (reduced to 1 in 36 months 19% 45.9 2 / 10 or if ownership > 20%); must hold shares for up to 4 years Strategic Right to designate one Director if WBA owns 5% or 28% 33.3 1 / 10 more, collectively; Standstill agreement in place for 2 years or 89 days after no WBA Director on Board Coca-Cola put forward one nominee as part of the 16% 13.9 1 / 12 transaction; agreed to 3-year standstill to not sell, pledge, short or transfer any shares Right to nominate 4 directors; Constellation unable to 36% 2.3 4 / 7 acquire more than 20.0mm additional shares; restricted from making takeover offer below C$54 until 8/1/19 Hold >20%, can designate 4 Directors; between 10% and 33% 15.3 3 / 14 20%, can designate 2 Directors; between 5% and 10%, can designate 1 Director; Standstill agreement for 18 months Financial Registration right agreement in place for Advent; voting sponsor 76% 8.7 5 / 11 control for Board Based on ownership: if Verlinvest / China Resources hold 5, 46% 2.0 8 / 11 10, 15% then they receive 1, 2 or 3 Directors, respectively 13 Source: Company filings, CapIQ and FactSet. Note: U.S. Dollars in billions. Ordered highest to lowest by market cap by category.


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– Confidential Draft – Summary Of Governance Rights In Companies With Major Shareholder Includes companies with > $15bn market cap, family / founder shareholder between ~15-30% and single class of shares % Owned 10 Shareholder Board 10 Market Years AgoExecutive Years Ago Nomination Select Company Cap Shareholder Today Role Today Rights Standstill Commentary Exec. William and $18.3 19.6% 21.9% Chairman; 2 of 9 2 of 9 Robert Berkley CEO (22%22%) Previously held 3 18.4 Johnelle Hunt 17.5% 17.4% 1 of 11 1 of 11 None (9%9%) Board seats up until 2004 Non-exec. 15.9 Tisch Family 9.8% 17.4% Chairman, 3 of 13 3 of 12 CEO (23%25%) Non-exec. 2 of 11 2 of 12 16.5 Brown Family 15.9% 15.9% Chairman, (18%17%) CEO 2 of 8 2 of 9 Proposal to move 896.8 Elon Musk 29.2% 15.8% CEO (Loss of Chairman seat) from supermajority (25%22% ) to MVS failed Exec. 2 of 10 3 of 14 3rd family member 56.5 Marriott Family 15.5% 15.7% (Reducing to 2 of 12 after joined Board in Chairman AGM) (20%21%) 2021 for transition Non-exec. 1 of 71 of 9 Andreas 34.2 19.7% 15.3% Chairman, Bechtolsheim (14%11%) CDO Non-exec. 1 of 6(1)1 of 7 17.8 Chad Richison 22.0% 14.0% Chairman (Gain of Chairman seat) CEO (14%14%) Non-exec. Current S/H Ken and 2 of 7 2 of 8 42.7 16.6% 14.9% Chairman, proposal for simple Michael Xie (29%25% ) CEO; CTO majority vote Source: Company filings, CapIQ and FactSet. 14 Note: U.S. Dollars in billions. Ordered highest to lowest by insider ownership. (1) As of IPO in 2014.


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– Confidential Draft – Consideration Impact On Stated Vs. Effective Premium Assumes a 1.35x exchange ratio / premium paid in all stock or all cash Premium Consideration Stock Cash Current Share Price $248.92 $248.92 Current Enterprise Value $57,020 $57,020 Assumes share reclassification does not fundamentally impact Gemini’s total enterprise value (-) Existing Net Debt (9,870) (9,870) (-) Premium Paid to B in Cash / Debt – (2,022) Premium paid in cash will reduce the pro forma equity value due to incremental debt / cash used; Pro Forma Equity Value $47,150 $45,128 incremental share count will not impact equity value Class A Shares(1) 166.2 166.2 Class B Shares 31.3 23.2 Pro Forma DSO 197.4 189.4 Pro Forma Share Price $238.80 $238.25 Both forms of consideration result in dilution to the pro forma share price due to incremental debt raised Class A Pro Forma Market Cap $39,670 $39,600 or additional shares issued as premium Class B Pro Forma Market Cap 7,480 5,530 Stated Premium Received $2,020 $2,020 Headline premium or stated premium does not account for the dilution to all Gemini shareholders, % of Market Cap 4.3% 4.3% both A and B (-) Dilution to Current Class B Shares (317) (247) Effective Premium Received $1,703 $1,773 Effective premium accounts for incremental dilution impacting Class B shareholders % of Market Cap 3.6% 3.8% Source: Company filings and FactSet. 15 Note: U.S. Dollars in millions. Share counts in millions. Figures rounded to nearest $5mm. (1) Includes Class 1 shares and impact of dilution from 4.4mm shares of options outstanding at $131.89 strike price, 0.3mm shares of RSUs and 0.2mm shares of PSUs.


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– Confidential Draft – Analysis Of Reduced Executive Compensation ï,§ There may be potential value from reduced compensation available to Gemini if the Sands roles are reduced to non-executive chairman and director, based on other large scale public consumer company compensation benchmarksï,§ Of the 46 Consumer Discretionary / Staples companies in the S&P 500 with market caps between $20bn and $100bn evaluated, 14 had non-executive, independent Chairman separate from the CEO; median compensation is $403K Potential Savings Analysis Pro Forma Value Of Savings Impact Robert Sands—Executive Chairman Total Sands Annual Compensation Savings $16.3 FY’21 Salary $1.0 (-) Taxes @ 20% Rate (3.3) Stock / Option Awards 4.1 After-Tax Annual Sands Compensation Savings $13.0 Other Compensation(1) 4.0 Total FY’21 Compensation $9.1 Gemini NTM P/E Multiple 21.5x Median Peer Based Non-Exec Chairman Comp. $0.4 Illustrative Compensation Value $280 Potential Robert Sands Annual Comp. Savings $8.7 Achieved in 2 Yrs @ Illustrative Achieved Discount Rate Range Of Richard Sands—Executive Vice Chairman Today 7.0% 8.5% 10.0% FY’21 Salary $0.9 Stock / Option Awards 3.5 Gemini Market Cap ($bn) $47.1 Other Compensation(1) 3.5 Present Value of Savings(2) $280 $245 $238 $231 Total FY’21 Compensation $7.8 Gemini Non-Management Director Retainer Fee $0.1 PV of Savings % of Market Cap 0.6% 0.5% 0.5% 0.5% Gemini Annual Equity Grants 0.2 Potential Director Compensation $0.3 Class B Shares (mm) 23.2 Potential Richard Sands Annual Comp. Savings $7.6 Implied Premium 4.8% 4.2% 4.1% 4.0% Total Sands Annual Compensation Savings $16.3 Implied Exch. Ratio 0.05x 0.04x 0.04x 0.04x Source: Company filings. Note: U.S. Dollars in millions. (1) Represents amounts earned under AMIP for Fiscal 2021, 2020 and 2019, Company contributions to 401(k) / Profit Sharing Plan, non-elective contributions 16 under Non-Qualified Savings Plan and aggregate incremental cost of perquisites and personal benefits.    (2) Assumes illustrative future value of after-tax savings valued at Gemini P/E of 21.4x.


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– Confidential Draft – Illustrative Implied P/E Multiple Summary Illustrative sum-of-the-parts and regression analyses implies an increased P/E multiple for Gemini of +1.0x to +4.3x, assuming Gemini trades closer to the implied valuations based on publicly-traded alcohol companies Sum-Of-The-Parts Analysis Regression Analysis (50% Credit) Low High Revenue Growth EBIT Margin Implied NTM P/E Multiple 22.6x 25.1x 24.2x 25.8x Current NTM P/E Multiple 21.5x 21.5x 21.5x 21.5x Implied â^† NTM P/E Multiple +1.0x +3.6x +2.6x +4.3x Additional +1.0x ex-Canopy(1) Increase in Total Market Cap ($bn)(2) +$2.3 +$8.1 +$5.9 +$9.5 Additional Value to Class A ($bn)(3) +2.0 +7.1 +5.2 +8.3 Implied Value Creation % +5% +17% +12% +20% (Mkt Cap & Class A) +1x P/E is equivalent to ~$2.2bn of incremental value to Gemini Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Adjusted for the current market value of Gemini’s ~35% ownership stake in Canopy and the attributable Canopy losses. (2) Total market cap calculated using only Class A share price. Includes impact of dilution from 4.4mm shares of options outstanding at 17 $131.89 strike price, 0.3mm shares of RSUs and 0.2mm shares of PSUs. (3) Class A calculated as Gemini FDSO (190.3mm) excluding current Class B shares (23.2mm), assuming no premium to Class B shares.


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– Confidential Draft – Illustrative Sum-Of-The-Parts Analysis Illustrative sum-of-the-parts analysis based on selected multiples from publicly-traded beer, wine and spirits companies indicates that Gemini may be trading at a discount vs. its SOTP implied P/E multiple Weighted Average P/E Multiple Commentary EBIT % Price / NTM EPS Multiple Contribution Contribution(1) Low High Low High Beer 85% 23.0x – 25.0x 19.6x – 21.3x Highest growth and margin among beer peers Low-to-mid growth and margin profile among Wine & Spirits 15% 20.0x – 26.0x 3.0x – 3.9x wine and spirits peers Implied Weighted Avg. P/E 22.6x – 25.1x Gemini Current P/E 21.5x – 21.5x Implied P/E Multiple â^† (%) +5% – +17% Implied P/E Multiple â^† +1.0x – +3.6x 18 Source: Company filings, Wall Street research and FactSet. (1) Based on fiscal year 2023 (ending February 28) EBIT contributions.    


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– Confidential Draft – Gemini P/E Multiple Excluding Canopy    Adjusting Gemini’s P/E multiple for the Canopy stake market value and earnings implies that Gemini is trading at a ~1x lower P/E than otherwise observed    – Gemini investors and analysts indicate some potential valuation discount may be attributable to Canopy / capital allocation and associated corporate governance Implied NTM P/E (Ex-Canopy) Selected Analyst / Investor Quotes Current Gemini Share Price $248.92 “Overall, given the market has been (-) Canopy Value per Gemini Share (4.42)(1) concerned over capital allocation, we believe investors would react favorably to [Gemini] Gemini Price ex-Canopy $244.50 consolidating into a single share class with the Sands Family giving up voting control… We think some of the stock’s valuation Gemini NTM EPS (incl. Canopy) $11.57 discount in our minds around capital (+) Add-back Canopy Loss per Gemini Share 0.36 allocation concerns will be reduced” — Gemini NTM EPS ex-Canopy $11.94 “We have written at length about [Gemini’s] Gemini Implied P/E ex-Canopy 20.5x patchy capital allocation track record, including Ballast Point, Mexicali and Canopy” Gemini Current P/E 21.5x — Gemini Current P/E vs. P/E ex-Canopy +1.0x “...The company’s current valuation discount to the broader market on a P/E basis is not wholly due to the control shares, in Low High our view. Management’s decisions with regard to capital allocation – particularly the Implied Peer-Based Weighted Avg. P/E 22.6x 25.1x Canopy acquisition – have contributed at Implied Incremental P/E Multiple    +1.0x +1.0x least as much to the valuation gap as the control shares have.” Implied P/E Multiple    Vs. Implied Ex-Canopy P/E Of 21.5x +2.1x +4.7x — 19 Source: Company filings, Wall Street research and FactSet. (1) Based on the current market value of Gemini’s ~35% ownership stake in Canopy Growth.


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– Confidential Draft – Gemini Benchmarking vs. Publicly-Traded Alcohol Companies Gemini Beer segment exhibits the highest growth and margin among peers, while Wine & Spirits growth and margin is among low-to-mid group CY’22-’24E Revenue CY’22E EBIT Margin Price / NTM EPS Gemini (Beer) 8% Gemini (Beer) 36% (1) Boston Beer 24.0x Boston Beer 7% AB InBev 26% Heineken 20.2x Heineken 6% Heineken 15% Carlsberg 17.9x Carlsberg 5% Carlsberg 15% AB InBev 16.0x Beer AB InBev 5% Molson Coors 13% Asahi 15.2x Asahi 3% Boston Beer 10% Molson Coors 13.6x Kirin 2% Asahi 9% Kirin 13.3x Molson Coors 1% Kirin 8% Median: 16.0x Median: 5% Median: 13% Vintage Wine 16% Diageo 31% Brown-Forman 35.0x (2) Becle 11% Brown-Forman 31% Remy Cointreau 34.4x Remy Cointreau 10% Pernod Ricard 28% Campari 32.3x Duckhorn 9% (2) Duckhorn 28% Duckhorn 30.0x Wine & FY’25 Campari 6% Remy Cointreau 26% expected 25% Becle 24.8x Spirits (W&S) Diageo 6% Gemini (W&S) 22%(1) Diageo 24.7x Brown-Forman 6% Treasury Wine 22% Pernod Ricard 21.8x Treasury Wine 6% Campari 20% Treasury Wine 20.7x Pernod Ricard 5% Becle 20% Vintage Wine 15.0x Gemini (W&S) 3% Vintage Wine 14% Median: 27.2x Median: 6% Median: 26% Beer Wine Spirits 20 Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in millions. (1) Corporate cost allocation based on EBIT contribution by segment. (2) Represents CY’22E – CY’23E growth rates due to lack of availability of CY’24E estimates.    


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– Confidential Draft – Illustrative Regression Analysis Regression analysis of beer, wine and spirit company growth and margins vs. valuation multiple implies an increased P/E multiple for Gemini if it trades closer to regression implied trends Revenue Growth vs. NTM P/E Operating Margin vs. NTM P/E 40.0x Correlation = 81% 40.0x Correlation = 62% 35.0x 35.0x Implied Gemini (32.9%, 30.0x) 30.0x 30.0x Implied Gemini (7.1%, 26.8x) 50% Credit 25.0x 50% Credit 25.0x (32.9%, 25.8x) P/E (7.1%, 24.2x) P/E Current Gemini 20.0x 20.0x Current Gemini NTM (7.1%, 21.5x) NTM (32.9%, 21.5x) 15.0x 15.0x 10.0x 10.0x 5.0x 5.0x 0.0x 0.0x — 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% — 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% ’22E – ’24E Revenue Growth ’22E Operating Margin Beer Wine Spirits Source: Company filings, Wall Street research and FactSet. 21 Note: Beer companies include AB InBev, Asahi, Boston Beer, Carlsberg, Heineken, Kirin and Molson Coors. Wine companies include Duckhorn and Treasury Wine. Spirits companies include Brown-Forman, Campari, Diageo, Pernod Ricard and Remy Cointreau. Correlations exclude Gemini.    


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Appendix: Gemini Class A & Class B Trading Dynamics    


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– Confidential Draft – Review Of Class A And Class B Trading Following 13-D Disclosure Generally difficult to draw conclusions from Class A and B current trading dynamics post-disclosure on April 4, given very low liquidity / trading volumes of Class B shares Trading Performance And Implied Premium Since Disclosure $300 1.25x Class B 1.19x 1.19x $273.64 1.20x $280 +17.1% 1.16x 1.16x 1.15x 1.15x 1.15x 1.14x 1.15x 1.13x 1.13x 1.13x 1.13x 1.13x 1.13x $260 1.13x 1.12x 1.13x 1.11x 1.11x 1.13x 1.13x 1.11x 1.11x 1.10x 1.10x 1.09x 1.10x 1.11x 1.08x Class A $240 1.08x $248.92 +6.5% 1.05x Class A Peers(3) $220 $233.71 (0.8%) 1.00x 1.00x $200 0.95x 4/1 4/4 4/5 4/6 4/7 4/8 4/11 4/12 4/13 4/14 4/18 4/19 4/20 4/21 4/22 4/25 4/26 4/27 4/28 4/29 5/2 5/3 5/4 5/5 5/6 5/9 5/10 5/11 5/12 5/13 Class A Price Class B Price Implied Exchange Ratio Source: Company filings and FactSet. Note: Assumes an all-stock exchange / reclassification. (1) Calculated as incremental shares issued to current Class B S/H * pro forma 23 share price. (2) Share counts on 4/14 and after based on Gemini 10-K filed April 21, 2022. (3) Peers include AB InBev, Asahi, Becle, Boston Beer, Brown-Forman, Campari, Carlsberg, Diageo, Duckhorn, Heineken, Kirin, Molson Coors, Pernod Ricard, Remy Cointreau, Treasury Wine and Vintage Wine.    


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– Confidential Draft – Observations On Market Implied Exchange Ratio / Premium Based on Gemini stock trading dynamics post-disclosure of the reclassification proposal on April 4, it appears that investors may be expecting a premium to be paid to Class B holders of between ~14%—21% Implied Exchange – Implied Exchange – Implied Exchange –1-Day Reaction 1-Day Reaction vs. Peers 1-Day Reaction vs. S&P Class A Price Prior to Announce $233.71 Class A Price Prior to Announce $233.71 Class A Price Prior to Announce $233.71 Class A Closing Price Post-Announce 229.71 Adj. Class A Closing Price Post-Annc. 228.71 Adj. Class A Closing Price Post-Annc. 227.82 % Gemini Change (1.7%) % Gemini Change Adj. Performance(2) (1.7%) % Gemini Change Adj. Performance(3) (1.7%) (2.1%) (2.5%) % Peer Change 0.4% % S&P 500 Change 0.8% Class A Diluted Shares (mm)(1) 169.2 Class A Diluted Shares (mm)(1) 169.2 Class A Diluted Shares (mm)(1) 169.2 Class A Mkt Cap Prior to Announce $39,534 Class A Mkt Cap Prior to Announce $39,534 Class A Mkt Cap Prior to Announce $39,534 Class A Mkt Cap Post-Announce 38,858 Adj. Class A Mkt Cap Post-Announce 38,689 Adj. Class A Mkt Cap Post-Announce 38,538 Implied Prem. Paid By Class A To B (677) Implied Prem. Paid By Class A To B (845) Implied Prem. Paid By Class A To B (997) Implied Prem. as % of Mkt. Cap 1.4% Implied Prem. as % of Mkt. Cap 1.8% Implied Prem. as % of Mkt. Cap 2.1% Current Class B Shares (mm) 23.2 Current Class B Shares 23.2 Current Class B Shares 23.2 Implied Class B Premium / Share $29.15 Implied Class B Premium / Share $36.42 Implied Class B Premium / Share $42.94 Class A Price Prior to Announce 233.71 Class A Price Prior to Announce 233.71 Class A Price Prior to Announce 233.71 Implied Class B Price Incl. Prem. $262.86 Implied Class B Price Incl. Prem. $270.13 Implied Class B Price Incl. Prem. $276.65 Implied Exchange Ratio 1.14x Implied Exchange Ratio 1.18x Implied Exchange Ratio 1.21x Source: Company filings and FactSet. Note: U.S. Dollars in millions, except per share amounts. Share counts as of 13-D disclosure on April 4, 2022, excluding impact of $500mm ASR announced on April 7, 2022. (1) Class A common shares plus Class 1 shares plus dilution. 24 (2) Represents difference between Gemini 1-day reaction of (1.7%) and peer performance of +0.4%. Peers include selected large cap beer, wine and spirits companies. (3) Represents difference between Gemini 1-day reaction of (1.7%) and S&P performance of +0.8%.


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– Confidential Draft – Gemini Class A & Class B Historical Share Prices And Returns Trading Performance Over Last 20 Years 4/4/22: Class B $300 Announces receipt of proposal to Annual Trading Performance Summary to Date (CAGR) $273.64 declassify at 1.35 exchange ratio B premium (1) (1) (2) Class A share price: (1.7%) +20.1% 20-Year 10-Year 5-Year 1-Year 6-Mo 3-Mo 13-D to A of Class B share price: +16.4% Class A Class A +15.1% +29.1% +6.7% +7.8% +8.8% +6.4% +8.4% $248.92 +9.9% $250 Class B +15.6% +30.3% +9.8% +18.3% +19.8% +16.3% +0.3% +9.3% $200 $150 $100 Class $50 A $15.08 Class B $15.01 – May-02 May-07 May-12 May-17 May-22 Class A Price Class B Price Source: FactSet. 25 (1) 6-month and 3-month trading performance not annualized. (2) 13-D disclosure of Sands letter to Gemini Board on April 4, 2022.    


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– Confidential Draft – Gemini Class A & Class B Historical Trading Premium / (Discount) Gemini Class B Trading Premium / (Discount) To Class A Share Price Over Last 20 Years 40% Summary of Average Class B Price to Class A Price Premium / (Discount) 30% 20-Year 10-Year 5-Year 1-Year 6-Mo 3-Mo 13-D Prem. / (Disc.) +0.2% +0.3% +0.3% +1.0% +1.8% +3.7% +14.3% 20% 16% 10% 0% (1%) (10%) Apr-02 Apr-07 Apr-12 Apr-17 Apr-22 Distribution Of Class B Premium / (Discount) To Class A Share Price % Of Trading Days Over Last 20 Years % Of Trading Days Over Last 5 Years 37% 30% 32% 24% 21% 15% 9% 10% 9% 5% 5% 4% <(1.0%) (1.0%) – (0.5%) – 0.0% – 0.5% – >1.0% <(1.0%) (1.0%) – (0.5%) – 0.0% – 0.5% – >1.0% (0.5%) 0.0% 0.5% 1.0% (0.5%) 0.0% 0.5% 1.0% Class B Premium / (Discount) To Class A Share Price Class B Premium / (Discount) To Class A Share Price


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– Confidential Draft – Gemini Class A & Class B Historical Trading Volume Detail Class A Daily Trading Volume Class A Daily Value Of Over Last 20 Years Shares Traded (000’s) ($mm) Average Class A Daily Trading Volume Average Class A Daily Value Traded 60,000 20-Year 10-Year 5-Year 3-Year 1-Year 13-D $3,000 20-Year 10-Year 5-Year 3-Year 1-Year 13-D Volume (000’s) 1,669 1,605 1,455 1,213 1,036 1,060 Value ($mm) 127 220 291 242 236 261 50,000 40,000 Saturn Class A Shares Held (mm) $2,000 2001 2011 2021 30,000 10.2 10.9 7.1 20,000 $1,000 10,000 – – May-02 May-07 May-12 May-17 May-22 May-02 May-07 May-12 May-17 May-22 Class B Daily Trading Volume Class B Daily Value Of Over Last 20 Years Shares Traded (000’s) Average Class B Daily Trading Volume ($mm) Average Class B Daily Value Traded 20-Year 10-Year 5-Year 3-Year 1-Year 13-D 20-Year 10-Year 5-Year 3-Year 1-Year 13-D 50 Volume (000’s) 1.3 1.0 0.3 0.3 0.1 0.4 Value ($mm) $0.09 $0.15 $0.06 $0.05 $0.03 $0.12 $2 40 Saturn Class B Shares Held (mm) 2001 2011 2021 30 22.7 22.6 22.8 Volume traded for 20 $1 Class B shares on only 64% of days 10 in last 20 years – – May-02 May-07 May-12 May-17 May-22 May-02 May-07 May-12 May-17 May-22 Source: Company filings and FactSet.

Exhibit (c)(12)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials May 11, 2022    


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.


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– Confidential Draft – Executive Summary    Following last week’s discussion we have conducted selected analyses / benchmarking to help inform a potential response by the Special Committee 1 A few notable recent developments have occurred for the Special Committee to consider, and we have invited Garth and Jim to today’s meeting to discuss – The Sands have indicated an interest in monetizing ~1/3 of their pro forma ownership stake in the near-term and have indicated a preference for cash to be paid as some or all of a premium in a reclassification – Ongoing discussions among legal advisors regarding a separate date for the reclassification vote apart from the AGM 2 Examined renomination and standstill rights in selected share reclassification and large single shareholder situations (family, strategic and financial sponsors holders) – In selected prior reclassifications involving family / founder controllers:    • Renomination rights in 2 of 9 (2 had a different agreement / mechanism (i.e., classified Board)) • Standstill agreements in 3 of 9 of those situations, with % ownership / time based restrictions – In selected U.S. companies with significant stakes held by other strategics or financial sponsors, 7 of 8 situations include Board nomination rights for the holders and 6 of 8 had standstill agreements – In selected U.S. companies with large, single / family holders, none have nomination rights or standstill agreements 3 Analyzed premium paid by the company to the controlling shareholder in prior reclassification situations    – Premium paid as a per share exchange ratio / premium and as aggregate % of market capitalization 4 The Special Committee should seek to fully understand the recent developments and the implications on a reclassification and we believe these items should be clarified before a specific counterproposal is made 2 Source: Company filings, Wall Street research and FactSet.


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1 Key Recent Developments – Confidential Draft – Illustrative Partial Ownership Stake Monetization Analysis Gemini Class A share ADTV over the prior year has been ~1mm shares or ~$240mm per day. Sands indicated desired liquidity of ~1/3 of PF stake(1) implies potential sale of ~13.3mm shares or ~$3.3bn, which may cause downward pressures on Gemini stock if daily selling exceeds certain amounts (e.g., 25% of ADTV) Illustrative Trading Days To Selldown 1/3 Of PF Sands Illustrative Sands Stake At 35% Premium Stake At <25% Of Class A Trading Volume & Value Class A Average Daily Trading Volume (000’s) (Last 20 Years) Sands Class A Shares (mm)(2) 9.3 60,000 (2) 40,000 Average Daily Volume: 1.7mm shares Sands Class B Shares (mm) 22.8 20,000 Total Current Shares (mm) 32.0 – May-02 May-07 May-12 May-17 May-22 x Class A Share Price $247.47 Total Market Value ($mm) $7,931 Class A Average Daily Trading Value ($mm) (Last 20 Years) $3,000 $2,000 Illus. New Shares @ 35% Premium (mm) 8.0 $1,000 ADTV: $127mm PF Shares (mm) 40.0 – May-02 May-07 May-12 May-17 May-22 x Class A Share Price $247.47 PF Market Value ($mm) $9,904 Trading Days To Selldown By Class A Volume / ADTV ADTV Avg. Daily 25% of 25% of Trading Days Trading Days Illustrative 1/3 of PF Sands Ownership (000’s) Value ($mm) Vol. (000’s) Value ($mm) by Volume by Value 1/3 Of PF Shares (mm) 13.3 20-Year 1,666 $127 416 $32 32 104 1/3 Of PF Market Value ($mm) $3,301 10-Year 1,600 221 400 55 33 60 5-Year 1,454 291 364 73 37 45 3-Year 1,211 242 303 60 44 55 1-Year 1,047 239 262 60 51 55 Source: Company filings, CapIQ and FactSet. Note: U.S. Dollars in millions. Share counts in thousands, unless otherwise specified. 3 (1) Assuming 35% exchange premium and all stock exchange. (2) Share counts as of amended Schedule 13-D filed April 4, 2022. Class A shares includes Class 1 shares.


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1 Key Recent Developments – Confidential Draft – Shareholder Meeting Considerations ï,§ In conjunction with annual meeting vs. separateï,§ If separate, timing of announcement (before or after)ï,§ Potential shareholder reactionï,§ Other benefit / considerationsï,§ SEC comment processï,§ Alignment among company and legal advisor


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2 Summary Governance Analysis / Benchmarking – Confidential Draft – Summary Governance Rights In Prior Share Reclassification Situations Premium Ann. % Of Company / HVS Voting Exchange Market Expense & Fee Date (Pre / Post) Premium Cap Nomination Rights Standstill Reimbursement Full 94% / 14% 57% 8.3% reimbursement (~$2mm) Sep-17 Nomination of 2 family Each party paid members in 2016, and 4%(1) / 4% 35% 1.5% themselves, Company 1 member in 2017 and Jan-16 reimbursed $150k 2018 as Vice Chairman Nomination of 4 75% of post-reclass Full directors, including non- holdings required 44% / 9% 31% 2.9% reimbursement exec Chairman until to maintain Dec-16 (~$1.5mm) 2019, and 2 until 2021 nomination rights 2 year standstill, no Reimbursement 74% / 12% 28% 3.5% increasing stake, up to $4mm Aug-15 nominating directors 100% / 15% 22% 3.3% Apr-02 Understood that 4-years or 30 days Taubman would resign after Family owns 62% / 12% 19% 13.3% Sep-05 from some Committees less than 10% / but not Board aren’t on Board 85% / 40% 17% 6.9% Aug-04 92% / 55% — —Oct-03 No nomination rights but Classified Board put 2 100% / 14% — —family members in terms Sep-10 expiring 2011 and 2013 5 Source: Company filings, CapIQ and FactSet. Note: Ordered highest to lowest by announced exchange premium. (1) Previously elected 4 of 9 Class B directors.    


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2 Summary Governance Analysis / Benchmarking – Confidential Draft – Selected U.S. Companies With A Large Strategic / Financial Sponsor Shareholder Market Nomination Board Company Investor % Stake Cap Rights Standstill Members Other 33% $52.4 4 / 12 JAB has right to nominate 4 directors and Mondelez right to appoint 2 directors; each party agreed to 6-month standstill 5% 1 / 12 Right to nominate 2 directors (reduced to 1 in 36 months 19% 45.9 2 / 10 or if ownership > 20%); must hold shares for up to 4 years Strategic Right to designate one Director if WBA owns 5% or 28% 33.3 1 / 10 more, collectively; Standstill agreement in place for 2 years or 89 days after no WBA Director on Board Coca-Cola put forward one nominee as part of the 16% 13.9 1 / 12 transaction; agreed to 3-year standstill to not sell, pledge, short or transfer any shares Right to nominate 4 directors; Constellation unable to 36% 2.3 4 / 7 acquire more than 20.0mm additional shares; restricted from making takeover offer below C$54 until 8/1/19 Hold >20%, can designate 4 Directors; between 10% and 33% 15.3 3 / 14 20%, can designate 2 Directors; between 5% and 10%, can designate 1 Director; Standstill agreement for 18 months Financial Registration right agreement in place for Advent; voting sponsor 76% 8.7 5 / 11 control for Board Based on ownership: if Verlinvest / China Resources hold 5, 46% 2.0 8 / 11 10, 15% then they receive 1, 2 or 3 Directors, respectively 6 Source: Company filings, CapIQ and FactSet. Note: U.S. Dollars in billions. Ordered highest to lowest by market cap by category.


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2 Summary Governance Analysis / Benchmarking – Confidential Draft – Summary Of Governance Rights In Companies With Major Shareholder Includes companies with > $15bn market cap, family / founder shareholder between ~15-30% and single class of shares % Owned 10 Shareholder Board 10 Market Years AgoExecutive Years Ago Nomination Select Company Cap Shareholder Today Role Today Rights Standstill Commentary Exec. William and $18.3 19.6% 21.9% Chairman; 2 of 9 2 of 9 Robert Berkley CEO (22%22%) Previously held 3 18.4 Johnelle Hunt 17.5% 17.4% 1 of 11 1 of 11 None (9%9%) Board seats up until 2004 Non-exec. 15.9 Tisch Family 9.8% 17.4% Chairman, 3 of 13 3 of 12 CEO (23%25%) Non-exec. 2 of 11 2 of 12 16.5 Brown Family 15.9% 15.9% Chairman, (18%17%) CEO 2 of 8 2 of 9 Proposal to move 896.8 Elon Musk 29.2% 15.8% CEO (Loss of Chairman seat) from supermajority (25%22% ) to MVS failed Exec. 2 of 10 3 of 14 3rd family member 56.5 Marriott Family 15.5% 15.7% (Reducing to 2 of 12 after joined Board in Chairman AGM) (20%21%) 2021 for transition Non-exec. 1 of 71 of 9 Andreas 34.2 19.7% 15.3% Chairman, Bechtolsheim (14%11%) CDO Non-exec. 1 of 6(1)1 of 7 17.8 Chad Richison 22.0% 14.0% Chairman (Gain of Chairman seat) CEO (14%14%) Non-exec. Current S/H Ken and 2 of 7 2 of 8 42.7 16.6% 14.9% Chairman, proposal for simple Michael Xie (29%25% ) CEO; CTO majority vote Source: Company filings, CapIQ and FactSet. 7 Note: U.S. Dollars in billions. Ordered highest to lowest by insider ownership. (1) As of IPO in 2014.


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3 Summary Premium / Value Analysis – Confidential Draft – Consideration Impact On Stated Vs. Effective Premium Assumes a 1.35x exchange ratio / premium paid in all stock or all cash Premium Consideration Stock Cash Current Share Price $247.47 $247.47 Current Enterprise Value $56,730 $56,730 Assumes share reclassification does not fundamentally impact Gemini’s total enterprise value (-) Existing Net Debt (9,860) (9,860) (-) Premium Paid to B in Cash / Debt – (2,010) Premium paid in cash will reduce the pro forma equity value due to incremental debt / cash used; Pro Forma Equity Value $46,870 $44,860 incremental share count will not impact equity value Class A Shares(1) 166.2 166.2 Class B Shares 31.3 23.2 Pro Forma DSO 197.4 189.4 Pro Forma Share Price $237.40 $236.85 Both forms of consideration result in dilution to the pro forma share price due to incremental debt raised Class A Pro Forma Market Cap $39,435 $39,365 or additional shares issued as premium Class B Pro Forma Market Cap 7,435 5,495 Stated Premium Received $2,010 $2,010 Headline premium or stated premium does not account for the dilution to all Gemini shareholders, % of Market Cap 4.3% 4.3% both A and B (-) Dilution to Current Class B Shares (315) (245) Effective Premium Received $1,695 $1,765 Effective premium accounts for incremental dilution impacting Class B shareholders % of Market Cap 3.6% 3.8% Source: Company filings and FactSet. 8 Note: U.S. Dollars in millions. Share counts in millions. Figures rounded to nearest $5mm. (1) Includes Class 1 shares and impact of dilution from 4.4mm shares of options outstanding at $131.89 strike price, 0.3mm shares of RSUs and 0.2mm shares of PSUs.


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3 Summary Premium / Value Analysis – Confidential Draft – Summary Of Selected Prior Share Reclassification Situations Evaluated 29 prior reclassification situations since 2001 (companies over $500mm market cap at time of announcement)ï,§ In the 9 family / founder situations, all but 2 included a premium paid to the familyï,§ Only 1 of the 20 situations without a family / founder controller had a premium paid (in CTE 50.2% of the high vote stock was owned by a single holder L3; 29% of total vote) High Vote Class Ownership Dynamics Announced Premium As % Of Market Cap Chart reflects max, min and median of selected n=29 prior reclassification situations (n=29) 13.3% Family / Founder Max Controlling Shareholder 0.8% (e.g., Forest City) Median 3.3% Min 0.0% 0.0% 31% Announced Exchange Premium Max 57.2% 69% No Family / Founder Controlling Median 22.0% 9.0% Shareholder (e.g., Chipotle) Min 0.0% 0.0% Family / Founder No Family / Founder Controlling Shareholder Controlling Shareholder 9 Source: Company filings and FactSet.


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3 Summary Premium / Value Analysis – Confidential Draft – Prior Reclassification Exchange Premium Analysis Premiums paid as % market cap in selected recent situations has ranged from 1.5% to 3.5%, implying an exchange ratio of 1.15x to 1.34x for Gemini Selected Prior Reclassification Situations Gemini Class B Premium At Various % Aggregate Premium Paid As % Of Market Cap 13.3% Premium in Selected Recent Situations Stewart For. City Median Hubbell 8.3% Sands Initial 6.9% 1.5% 2.9% 3.3% 3.5% Proposal: 4.3% 3.5% 3.3% 2.9% Median: 3.3% 1.5% -—- Gemini Market Cap ($bn) $49.0 Announced Exchange Premium Implied Prem. Paid By 57% $0.8 $1.4 $1.6 $1.7 Sands Initial Class A To Class B ($) 31% 35% Proposal: 35% 28% 19% 22% Median: 22% 17% Class B Shares 23.2 -—- Sotheby’s Robert Reader’s Stewart Info. Alberto- Pro Forma Class B Shares 26.6 29.7 30.6 31.1 Mondavi Digest Culver National Hubbell Forest City Aaron’s Inc. Research Implied Exchange 14.6% 28.2% 32.0% 33.9% Premium Aggregate Premium ($mm) Implied Exchange $133 $81 $42 $199 $77 $160 $13 -—- 1.15x 1.28x 1.32x 1.34x Ratio 10 Source: Company filings and FactSet. Note: Sorted high to low by aggregate premium paid as % of market cap.


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4 Illustrative Response & Open Items – Confidential Draft – Selected Key Response Items The following key outstanding items may be addressed in a response ï,§ Renomination rights for Messrs. Robert and Richard Sands over time Renomination following the declassification Rights ï,§ Specify number of seats and duration of any potential rights ï,§ Limitations on selling or pledging of shares; orderly disposal Standstill ï,§ Limitations on acquiring or accumulating stakes above a determined threshold Level Of ï,§ Level of premium, expressed as an exchange ratio or % of market capitalization Premium ï,§ Premium to be paid in stock / cash / mix Premium Consideration Typeï,§ Discuss in context of broader capital allocation priorities Timing Of ï,§ Indications of desire for a meeting to vote on a reclassification separate from Shareholder Meeting the Gemini annual general meeting / Vote


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Appendix: Selected Precedents    


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– Confidential Draft – Selected Prior Share Reclassification Situations Represents selected prior reclassification situations since 2000 for companies with >$500mm market capitalization at announcement Total High Vote HV / LV Ann. Prem. Date Equity Val. Votes Economic Voting Exchange Cash / Stock Exchange % of Company Ann. @ Ann. (H / L) (Pre / Post) (Pre / Post) Ratio Mix Prem.(1) Mkt Cap Commentary / Rationale National Research 09/17 $1.0 1 / 0.01 14% / 14% 94% / 14% 1.00x 36% / 64% 57% 8.3% HV traded at ~57% prem.; Offer in-line with trading; LV 1/6th dividend Morris Family controlled majority of Class B shares; Elects 4 of 9 Directors; Engine Stewart Info 01/16 0.8 1 / 1 4% / 4% 4% / 4% 1.00x 26% / 74% 35% 1.5% Capital on board pre-reclass Activist situation with rumored M&A; Ratner family elects majority Forest City 12/16 5.5 10 / 1 7% / 9% 44% / 9% 1.31x — / 100% 31% 2.9% of Board; Board evaluation of alternatives Trustee sought potential share sale, Company offered premium; Hubbell 08/15 5.7 20 / 1 12% / 12% 74% / 12% 1.00x 22% / 78% 28% 3.5% Standstill agreement with Trustee Family controller Trust desired diversification; Reader’s Digest 04/02 2.3 1 / — 12% / 15% 100% / 15% 1.22x — / 100% 22% 3.3% Sent first proposal ~30% premium Founder (2) Taubman family controller desired premium; no premium for Shareholder Sotheby’s 09/05 1.0 10 / 1 22% / 12% 62% / 12% 0.51x 58% / 42% 19% 13.3% / other Class B shareholders given Class B O/S below 50% Robert Mondavi 08/04 0.6 10 / 1 36% / 40% 85% / 40% 1.17x — / 100% 17% 6.9% Deal maintained announced 1.165x ratio Alberto-Culver 10/03 3.6 1 / 0 55% / 55% 92% / 55% 1.00x — / 100% -—- Liquidity; Investor confusion; Governance Family Aaron’s Inc. 09/10 1.4 1 / — 14% / 14% 100% / 14% 1.00x — / 100% -—- Liquidity; Align vote/econ; Attract investors Minimum 4% / 4% 4% / 4% 0.51x -—-Controlling Median 14% / 14% 85% / 14% 1.00x 22% 3.3% Maximum 55% / 55% 100% / 55% 1.31x 57% 13.3% CTE 04/03 $0.9 15 / 1 9% / 9% 58% / 9% 1.09x — / 100% 9% 0.8% Single holder, L3, has 50.2% of high vote and 29% of total vote Snowflake 03/21 76.6 10 / 1 82% / 82% 98% / 82% 1.00x — / 100% -—- Class B shares held by Pre-IPO investors converted to Class A shares VMware 10/21 67.8 10 / 1 73% / 73% 96% / 73% 1.00x — / 100% -—- Spin-related distribution SAP 02/01 48.8 1 / — 58% / 58% 100% / 58% 1.00x — / 100% -—- Transparent cap structure; greater flexibility; governance Time Warner Cable 05/08 30.5 10 / 1 8% / 8% 45% / 8% 1.00x — / 100% -—- Spin-related distribution Conoco 07/01 17.3 5 / 1 70% / 70% 92% / 70% 1.00x — / 100% -—- Spin-related distribution Raytheon 02/01 12.2 1 / 1(3) 70% / 70% 70% / 70% 1.00x — / 100% -—- Spin-related distribution GameStop 12/06 4.2 10 / 1 39% / 39% 87% / 39% 1.00x — / 100% -—- Simplify cap. structure; liquidity; governance Waddell Reed 12/00 3.0 5 / 1 48% / 48% 82% / 48% 1.00x — / 100% -—- Reduce investor confusion, liquidity, simplify capital structure Chipotle 10/09 2.6 10 / 1 52% / 52% 92% / 52% 1.00x — / 100% -—- Eliminate discount; liquidity; attract investors Founder Agere Systems 12/04 2.4 1 / 1(3) 52% / 52% 52% / 52% 1.00x — / 100% -—- Liquidity; Investor confusion; improve governance /    Shareholder Victory Capital 09/21 2.3 10 / 1 76% / 76% 97% / 76% 1.00x — / 100% -—- Strengthen governance; increase inclusion in indices; eliminate confusion Eagle Materials 01/06 2.3 1 / 1(4) 48% / 48% 48% / 48% 1.00x — / 100% -—- Simplify cap. structure; liquidity; investor confusion Freeport-McMoran 02/02 2.1 1 / 1(3) 61% / 61% 61% / 61% 1.00x — / 100% -—- Spin-related distribution Family SunPower 09/11 1.1 8 / 1 42% / 42% 85% / 42% 1.00x — / 100% -—- Spin-related distribution Curtiss 02/05 1.1 1 / 1(3) 41% / 41% 41% / 41% 1.00x — / 100% -—- Spin-related distribution No Gartner Inc. 02/05 1.0 1 / 1(3) 20% / 20% 20% / 20% 1.00x — / 100% -—- Maintained vote / econ%; Lost director majority Controlling FECI 02/03 0.9 1 / 1(3) 54% / 54% 54% / 54% 1.00x — / 100% -—- Spin-related distribution Mueller Water 10/09 0.7 8 / 1 74% / 74% 96% / 74% 1.00x — / 100% -—- Liquidity; reduce investor confusion; improve governance Triarc Companies 04/08 0.6 1 / 0.1 31% / 31% 82% / 31% 1.00x — / 100% -—- Acquiror in competitive merger process Minimum 8% / 8% 20% / 8% 1.00x -—-Median 50% / 50% 76% / 50% 1.00x -—-Maximum 74% / 74% 100% / 74% 1.09x 9% 0.8% Source: Company filings and FactSet. Includes companies above $500mm equity value at announcement of reclassification. 13 (1) Defined as ((Exchange Ratio + Cash Consideration) / Low Vote Shares—1) on last trading day prior to announcement. (2) Only Taubman family Class B shares were exchanged at premium for cash and stock. Remaining Class B shares were automatically converted to Class A according to the Articles as outstanding Class B shares represented less than 50% of aggregate votes. (3) Class B entitled to elect 80% of Directors. Same voting power as Class A on all other matters. (4) Class B shares entitled to elect 85% of Directors. Same voting power on all other matters.


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Appendix: Supporting Analyses    


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– Confidential Draft – Analysis At Various Potential Exchange Ratios / Premiums Summary Metrics At Various Illustrative Exchange Ratios / Premiums Exchange Premium – 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% Exchange Ratio 1.00x 1.05x 1.10x 1.15x 1.20x 1.25x 1.30x 1.35x New Shares Issued to B (mm) 23.2 24.4 25.5 26.7 27.8 29.0 30.2 31.3 Value Of Shares Issued ($bn) $5.7 $6.0 $6.3 $6.6 $6.9 $7.2 $7.5 $7.8 Stated Premium ($bn) – (0.3) (0.6) (0.9) (1.1) (1.4) (1.7) (2.0) Stated Premium As % Of Mkt. Cap — 0.6% 1.2% 1.8% 2.5% 3.1% 3.7% 4.3% Pro Forma Class A Ownership 87.7% 87.2% 86.7% 86.2% 85.6% 85.1% 84.6% 84.1% Pro Forma Class B Ownership 12.3% 12.8% 13.3% 13.8% 14.4% 14.9% 15.4% 15.9% Pro Forma Sands Ownership 16.9% 17.4% 17.9% 18.4% 18.9% 19.3% 19.8% 20.3% Effective Premium ($bn) – ($0.3) ($0.5) ($0.7) ($1.0) ($1.2) ($1.5) ($1.7) Effective Premium As % Of Mkt. Cap — 0.5% 1.1% 1.6% 2.1% 2.6% 3.1% 3.6% For reference Illustrative Compensation Value ($bn)(1) $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 Effective Premium Incl. Compensation (0.6%) (0.1%) 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% Value (% Of Market Cap) Initial proposal 15 Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Based on illustrative annual compensation savings of $16.3mm tax affected at 20% and valued at Gemini current P/E multiple of 21.4x.    


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– Confidential Draft – Analysis Of Reduced Executive Compensation ï,§ There may be potential value from reduced compensation available to Gemini if the Sands roles are reduced to non-executive chairman and director, based on other large scale public consumer company compensation benchmarksï,§ Of the 46 Consumer Discretionary / Staples companies in the S&P 500 with market caps between $20bn and $100bn evaluated, 14 had non-executive, independent Chairman separate from the CEO; median compensation is $403K Potential Savings Analysis Pro Forma Value Of Savings Impact Robert Sands—Executive Chairman Total Sands Annual Compensation Savings $16.3 FY’21 Salary $1.0 Stock / Option Awards 4.1 (-) Taxes @ 20% Rate (3.3) (1) After-Tax Annual Sands Compensation Savings $13.0 Other Compensation 4.0 Total FY’21 Compensation $9.1 Gemini NTM P/E Multiple 21.4x Median Peer Based Non-Exec Chairman Comp. $0.4 Illustrative Compensation Value $279 Potential Robert Sands Annual Comp. Savings $8.7 Achieved in 2 Yrs @ Illustrative Achieved Discount Rate Range Of Richard Sands—Executive Vice Chairman Today 7.0% 8.5% 10.0% FY’21 Salary $0.9 Stock / Option Awards 3.5 Gemini Market Cap ($bn) $46.9 Other Compensation(1) 3.5 Total FY’21 Compensation $7.8 Present Value of Savings(2) $279 $244 $237 $231 Gemini Non-Management Director Retainer Fee $0.1 PV of Savings % of Market Cap 0.6% 0.5% 0.5% 0.5% Gemini Annual Equity Grants 0.2 Potential Director Compensation $0.3 Class B Shares (mm) 23.2 Potential Richard Sands Annual Comp. Savings $7.6 Total Sands Annual Compensation Savings $16.3 Implied Premium 4.9% 4.2% 4.1% 4.0% Memo: 3-Year Avg. Additional Private Jet $1.5 Implied Exch. Ratio 0.05x 0.04x 0.04x 0.04x Source: Company filings. Note: U.S. Dollars in millions. (1) Represents amounts earned under AMIP for Fiscal 2021, 2020 and 2019, Company contributions to 401(k) / Profit Sharing Plan, non-elective contributions 16 under Non-Qualified Savings Plan and aggregate incremental cost of perquisites and personal benefits.    (2) Assumes illustrative future value of after-tax savings valued at Gemini P/E of 21.4x.


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– Confidential Draft – Illustrative Implied P/E Multiple Summary Illustrative sum-of-the-parts and regression analyses implies an increased P/E multiple for Gemini of +1.1x to +3.7x, assuming Gemini trades closer to the implied valuations based on publicly-traded alcohol companies Sum-Of-The-Parts Analysis Regression Analysis (50% Credit) Low High Revenue Growth EBIT Margin Implied NTM P/E Multiple 22.6x 25.1x 23.8x 25.4x Current NTM P/E Multiple 21.4x 21.4x 21.4x 21.4x Implied â^† NTM P/E Multiple +1.1x +3.7x +2.4x +3.9x Additional +1.0x ex-Canopy(1) Increase in Total Market Cap ($bn)(2) +$2.4 +$8.2 +$5.3 +$8.7 Additional Value to Class A ($bn)(3) +2.1 +7.2 +4.6 +7.6 Implied Value Creation % +5% +17% +11% +19% (Mkt Cap & Class A) +1x P/E is equivalent to ~$2.2bn of incremental value to Gemini Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Adjusted for the current market value of Gemini’s ~35% ownership stake in Canopy and the attributable Canopy losses. (2) Total market cap calculated using only Class A share price. Includes impact of dilution from 4.4mm shares of options outstanding at 17 $131.89 strike price, 0.3mm shares of RSUs and 0.2mm shares of PSUs. (3) Class A calculated as Gemini FDSO (190.3mm) excluding current Class B shares (23.2mm), assuming no premium to Class B shares.    


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– Confidential Draft – Illustrative Sum-Of-The-Parts Analysis Illustrative sum-of-the-parts analysis based on selected multiples from publicly-traded beer, wine and spirits companies indicates that Gemini may be trading at a discount vs. its SOTP implied P/E multiple Weighted Average P/E Multiple Commentary EBIT % Price / NTM EPS Multiple Contribution Contribution(1) Low High Low High Beer 85% 23.0x – 25.0x 19.6x – 21.3x Highest growth and margin among beer peers Low-to-mid growth and margin profile among Wine & Spirits 15% 20.0x – 26.0x 3.0x – 3.9x wine and spirits peers Implied Weighted Avg. P/E 22.6x – 25.1x Gemini Current P/E 21.4x – 21.4x Implied P/E Multiple â^† (%) +5% – +17% Implied P/E Multiple â^† +1.1x – +3.7x 18 Source: Company filings, Wall Street research and FactSet. (1) Based on fiscal year 2023 (ending February 28) EBIT contributions.    


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– Confidential Draft – Gemini P/E Multiple Excluding Canopy    Adjusting Gemini’s P/E multiple for the Canopy stake market value and earnings implies that Gemini is trading at a ~1x lower P/E than otherwise observed    – Gemini investors and analysts indicate some potential valuation discount may be attributable to Canopy / capital allocation and associated corporate governance Implied NTM P/E (Ex-Canopy) Selected Analyst / Investor Quotes Current Gemini Share Price $247.47 “Overall, given the market has been (-) Canopy Value per Gemini Share (4.47)(1) concerned over capital allocation, we believe investors would react favorably to [Gemini] Gemini Price ex-Canopy $243.00 consolidating into a single share class with the Sands Family giving up voting control… Gemini NTM EPS (incl. Canopy) $11.54 We think some of the stock’s valuation discount in our minds around capital (+) Add-back Canopy Loss per Gemini Share 0.36 allocation concerns will be reduced” Gemini NTM EPS ex-Canopy $11.90 — “We have written at length about [Gemini’s] Gemini Implied P/E ex-Canopy 20.4x patchy capital allocation track record, Gemini Current P/E 21.4x including Ballast Point, Mexicali and Canopy” — Gemini Current P/E vs. P/E ex-Canopy +1.0x “...The company’s current valuation discount to the broader market on a P/E basis is not Low High wholly due to the control shares, in Implied Peer-Based Weighted Avg. P/E 22.6x 25.1x our view. Management’s decisions with regard to capital allocation – particularly the Implied Incremental P/E Multiple    +1.0x +1.0x Canopy acquisition – have contributed at least as much to the valuation gap as Implied P/E Multiple    Vs. Implied Ex-Canopy P/E Of 21.5x +2.1x +4.7x the control shares have.” — 19 Source: Company filings, Wall Street research and FactSet. (1) Based on the current market value of Gemini’s ~35% ownership stake in Canopy Growth.


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– Confidential Draft – Gemini Benchmarking vs. Publicly-Traded Alcohol Companies Gemini Beer segment exhibits the highest growth and margin among peers, while Wine & Spirits growth and margin is among low-to-mid group CY’22-’24E Revenue CY’22E EBIT Margin Price / NTM EPS Gemini (Beer) 8% Gemini (Beer) 36%(1) Boston Beer 24.0x Boston Beer 7% AB InBev 26% Heineken 19.3x Heineken 6% Heineken 15% Carlsberg 17.6x AB InBev 5% Carlsberg 15% Asahi 15.8x Beer Carlsberg 5% Molson Coors 13% AB InBev 15.5x Asahi 3% Boston Beer 10% Kirin 13.3x Kirin 2% Asahi 9% Molson Coors 12.9x Molson Coors 1% Kirin 8% Median: 15.8x Median: 5% Median: 13% Vintage Wine 16% Diageo 31% Remy Cointreau 34.0x (2) Becle 11% Brown-Forman 31% Brown-Forman 34.0x Remy Cointreau 10% Pernod Ricard 28% Campari 31.0x Duckhorn 9% (2) Duckhorn 28% Duckhorn 29.2x Wine & FY’25 Campari 7% Remy Cointreau 26% expected 25% Becle 27.2x Spirits (W&S) Diageo 6% Gemini (W&S) 22%(1) Diageo 24.5x Brown-Forman 6% Treasury Wine 22% Pernod Ricard 21.3x Pernod Ricard 6% Campari 20% Treasury Wine 21.0x Treasury Wine 5% Becle 20% Vintage Wine 17.9x Gemini (W&S) 3% Vintage Wine 14% Median: 27.2x Median: 7% Median: 26% Beer Wine Spirits 20 Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in millions. (1) Corporate cost allocation based on EBIT contribution by segment. (2) Represents CY’22E – CY’23E growth rates due to lack of availability of CY’24E estimates.    


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– Confidential Draft – Illustrative Regression Analysis Regression analysis of beer, wine and spirit company growth and margins vs. valuation multiple implies an increased P/E multiple for Gemini if it trades closer to regression implied trends Revenue Growth vs. NTM P/E Operating Margin vs. NTM P/E 40.0x Correlation = 82% 40.0x Correlation = 62% 35.0x 35.0x Implied Gemini (32.9%, 29.3x) 30.0x 30.0x Implied Gemini (7.1%, 26.2x) 50% Credit 25.0x 50% Credit 25.0x (32.9%, 25.4x) P/E (7.1%, 23.8x) P/E Current Gemini 20.0x 20.0x Current Gemini NTM (7.1%, 21.4x) NTM (32.9%, 21.4x) 15.0x 15.0x 10.0x 10.0x 5.0x 5.0x 0.0x 0.0x — 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% — 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% ’22E – ’24E Revenue Growth ’22E Operating Margin Beer Wine Spirits Source: Company filings, Wall Street research and FactSet. 21 Note: Beer companies include AB InBev, Asahi, Boston Beer, Carlsberg, Heineken, Kirin and Molson Coors. Wine companies include Duckhorn and Treasury Wine. Spirits companies include Brown-Forman, Campari, Diageo, Pernod Ricard and Remy Cointreau. Correlations exclude Gemini.


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Appendix: Gemini Class A & Class B Trading Dynamics    


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– Confidential Draft – Review Of Class A And Class B Trading Following 13-D Disclosure Generally difficult to draw conclusions from Class A and B current trading dynamics post-disclosure on April 4, given very low liquidity / trading volumes of Class B shares Trading Performance And Implied Premium Since Disclosure $300 Class B 1.25x $278.87 +19.3% 1.19x 1.19x 1.20x $280 1.16x 1.16x 1.15x 1.15x 1.15x 1.14x 1.15x 1.13x 1.13x1.13x 1.13x 1.13x 1.13x 1.12x 1.13x $260 1.11x 1.13x 1.13x 1.10x 1.09x 1.10x Class A 1.11x 1.08x Class A $233.71 1.08x $247.47 $240 +5.9% 1.05x Peers(3) (0.7%) $220 1.00x 1.00x $200 0.95x 4/1 4/4 4/5 4/6 4/7 4/8 4/11 4/12 4/13 4/14 4/18 4/19 4/20 4/21 4/22 4/25 4/26 4/27 4/28 4/29 5/2 5/3 5/4 5/5 5/6 Class A Price Class B Price Implied Exchange Ratio Source: Company filings and FactSet. Note: Assumes an all-stock exchange / reclassification. (1) Calculated as incremental shares issued to current Class B S/H * pro forma 23 share price. (2) Share counts on 4/14 and after based on Gemini 10-K filed April 21, 2022. (3) Peers include AB InBev, Asahi, Becle, Boston Beer, Brown-Forman, Campari, Carlsberg, Diageo, Duckhorn, Heineken, Kirin, Molson Coors, Pernod Ricard, Remy Cointreau, Treasury Wine and Vintage Wine.    


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– Confidential Draft – Observations On Market Implied Exchange Ratio / Premium Based on Gemini stock trading dynamics post-disclosure of the reclassification proposal on April 4, it appears that investors may be expecting a premium to be paid to Class B holders of between ~14%—21% Implied Exchange – Implied Exchange – Implied Exchange –1-Day Reaction 1-Day Reaction vs. Peers 1-Day Reaction vs. S&P Class A Price Prior to Announce $233.71 Class A Price Prior to Announce $233.71 Class A Price Prior to Announce $233.71 Class A Closing Price Post-Announce 229.71 Adj. Class A Closing Price Post-Annc. 228.71 Adj. Class A Closing Price Post-Annc. 227.82 % Gemini Change (1.7%) % Gemini Change Adj. Performance(2) (1.7%) % Gemini Change Adj. Performance(3) (1.7%) (2.1%) (2.5%) % Peer Change 0.4% % S&P 500 Change 0.8% Class A Diluted Shares (mm)(1) 169.2 Class A Diluted Shares (mm)(1) 169.2 Class A Diluted Shares (mm)(1) 169.2 Class A Mkt Cap Prior to Announce $39,534 Class A Mkt Cap Prior to Announce $39,534 Class A Mkt Cap Prior to Announce $39,534 Class A Mkt Cap Post-Announce 38,858 Adj. Class A Mkt Cap Post-Announce 38,689 Adj. Class A Mkt Cap Post-Announce 38,538 Implied Prem. Paid By Class A To B (677) Implied Prem. Paid By Class A To B (845) Implied Prem. Paid By Class A To B (997) Implied Prem. as % of Mkt. Cap 1.4% Implied Prem. as % of Mkt. Cap 1.8% Implied Prem. as % of Mkt. Cap 2.1% Current Class B Shares (mm) 23.2 Current Class B Shares 23.2 Current Class B Shares 23.2 Implied Class B Premium / Share $29.15 Implied Class B Premium / Share $36.42 Implied Class B Premium / Share $42.94 Class A Price Prior to Announce 233.71 Class A Price Prior to Announce 233.71 Class A Price Prior to Announce 233.71 Implied Class B Price Incl. Prem. $262.86 Implied Class B Price Incl. Prem. $270.13 Implied Class B Price Incl. Prem. $276.65 Implied Exchange Ratio 1.14x Implied Exchange Ratio 1.18x Implied Exchange Ratio 1.21x Source: Company filings and FactSet. Note: U.S. Dollars in millions, except per share amounts. Share counts as of 13-D disclosure on April 4, 2022, excluding impact of $500mm ASR announced on April 7, 2022. (1) Class A common shares plus Class 1 shares plus dilution. 24 (2) Represents difference between Gemini 1-day reaction of (1.7%) and peer performance of +0.4%. Peers include selected large cap beer, wine and spirits companies. (3) Represents difference between Gemini 1-day reaction of (1.7%) and S&P performance of +0.8%.


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– Confidential Draft – Gemini Class A & Class B Historical Share Prices And Returns Trading Performance Over Last 20 Years 4/4/22: Class B $300 Announces receipt of proposal to Annual Trading Performance Summary to Date (CAGR) $278.87 declassify at 1.35 exchange ratio B premium (1) (1) (2) Class A share price: (1.7%) +22.4% 20-Year 10-Year 5-Year 1-Year 6-Mo 3-Mo 13-D to A of Class B share price: +16.4% Class A Class A +14.9% +28.1% +6.6% +2.4% +11.6% +4.1% +7.7% $247.47 +12.7% $250 Class B +15.6% +29.7% +9.2% +15.4% +25.7% +17.6% +2.2% +8.7% $200 $150 $100 Class $50 A $15.29 Class B $15.28 – May-02 May-07 May-12 May-17 May-22 Class A Price Class B Price Source: FactSet. 25 (1) 6-month and 3-month trading performance not annualized. (2) 13-D disclosure of Sands letter to Gemini Board on April 4, 2022.    


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– Confidential Draft – Gemini Class A & Class B Historical Trading Premium / (Discount) Gemini Class B Trading Premium / (Discount) To Class A Share Price Over Last 20 Years 40% Summary of Average Class B Price to Class A Price Premium / (Discount) 30% 20-Year 10-Year 5-Year 1-Year 6-Mo 3-Mo 13-D Prem. / (Disc.) +0.2% +0.3% +0.3% +1.0% +1.8% +3.7% +14.3% 20% 16% 10% 0% (1%) (10%) Apr-02 Apr-07 Apr-12 Apr-17 Apr-22 Distribution Of Class B Premium / (Discount) To Class A Share Price % Of Trading Days Over Last 20 Years % Of Trading Days Over Last 5 Years 37% 30% 32% 24% 21% 15% 9% 10% 9% 5% 5% 4% <(1.0%) (1.0%) – (0.5%) – 0.0% – 0.5% – >1.0% <(1.0%) (1.0%) – (0.5%) – 0.0% – 0.5% – >1.0% (0.5%) 0.0% 0.5% 1.0% (0.5%) 0.0% 0.5% 1.0% Class B Premium / (Discount) To Class A Share Price Class B Premium / (Discount) To Class A Share Price 26 Source: FactSet.


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– Confidential Draft – Gemini Class A & Class B Historical Trading Volume Detail Class A Daily Trading Volume Class A Daily Value Of Over Last 20 Years Shares Traded (000’s) ($mm) Average Class A Daily Trading Volume Average Class A Daily Value Traded 60,000 20-Year 10-Year 5-Year 3-Year 1-Year 13-D $3,000 20-Year 10-Year 5-Year 3-Year 1-Year 13-D Volume (000’s) 1,669 1,605 1,455 1,213 1,036 1,060 Value ($mm) 127 220 291 242 236 261 50,000 40,000 Saturn Class A Shares Held (mm) $2,000 2001 2011 2021 30,000 10.2 10.9 7.1 20,000 $1,000 10,000 – – May-02 May-07 May-12 May-17 May-22 May-02 May-07 May-12 May-17 May-22 Class B Daily Trading Volume Class B Daily Value Of Over Last 20 Years Shares Traded (000’s) Average Class B Daily Trading Volume ($mm) Average Class B Daily Value Traded 20-Year 10-Year 5-Year 3-Year 1-Year 13-D 20-Year 10-Year 5-Year 3-Year 1-Year 13-D 50 Volume (000’s) 1.3 1.0 0.3 0.3 0.1 0.4 Value ($mm) $0.09 $0.15 $0.06 $0.05 $0.03 $0.12 $2 40 Saturn Class B Shares Held (mm) 2001 2011 2021 30 22.7 22.6 22.8 Volume traded for 20 $1 Class B shares on only 64% of days 10 in last 20 years – – May-02 May-07 May-12 May-17 May-22 May-02 May-07 May-12 May-17 May-22 27 Source: Company filings and FactSet.

Exhibit (c)(13)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials May 5, 2022


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification d for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini d publicly available information, d portions of the information contained herein may be based upon statements, estimates d forecasts provided by Gemini. Centerview has relied upon the accuracy d completeness of the foregoing information, d has not assumed y responsibility for y independent verification of such information or for y independent evaluation or appraisal of y of the assets or liabilities (contingent or otherwise) of Gemini or y other entity, or concerning the solvency or fair value of Gemini or y other entity. With respect to fin cial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates d judgments of the m agements of Gemini as to their respective future fin cial perform ces, d at your direction Centerview has relied upon such forecasts, as provided by Gemini’s m agement, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for d expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market d other conditions as in effect on, d the information made available to us as of, the date hereof, unless indicated otherwise d Centerview assumes no obligation to update or otherwise revise these materials. The fin cial alysis in this presentation is complex d is not necessarily susceptible to a partial alysis or summary description. In performingthis fin cial alysis, Centerview has considered the results of its alysis as a whole d did not necessarily attribute a particular weight to y particular portion of the alysis considered. Furthermore, selecting y portion of Centerview’s alysis, without considering the alysis as a whole, wouldcreate incomplete view of the process underlying its fin cial alysis. Centerview may have deemed various assumptions more or less probable th other assumptions, so the reference r ges resulting from y particular portion of the alysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials d the information contained herein are confidential, were not prepared with a view toward public disclosure, d may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials d y other advice, written or oral, rendered by Centerview are intended solely for the benefit d use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, d are not for the benefit of, d do not convey y rights or remedies for y holder of securities of Gemini or y other person. Centerview will not be responsible for d has not provided y tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed tr saction, d this presentation does not represent a fairness opinion, recommendation, valuation or opinion of y kind, d is necessarily incomplete d should be viewed solely in conjunction with the oral presentation provided by Centerview.


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– Confidential Draft – Summary Of Govern ce Rights In Comp ies With Major Shareholder Includes comp ies with > $15bn market cap, family / founder shareholder between ~15-30% d single class of shares Comp y Market Cap Shareholder % Owned 10 Years Ago Today Shareholder Executive Role Board 10 Years Ago Today Lead Indep. Director Majority Vote St dard Details on following page Exec. William d 18.3 19.6% 21.9% Chairm ; 2 of 9 2 of 9 Robert Berkley CEO (22% 22%) Previously held 3 17.8 Johnelle Hunt 17.5% 17.4% 1 of 11 1 of 11 None (9% 9%) Board seats up until 2004 Non-exec. 15.2 Tisch Family 9.8% 17.4% Chairm , 3 of 13 3 of 12 CEO (23% 25%) Non-exec. 2 of 11 2 of 12 17.0 Brown Family 15.9% 15.9% Chairm , (18% 17%) CEO 2 of 8 2 of 9 Proposal to move 933.2 Elon Musk 29.2% 15.8% CEO (Loss of Chairm seat) from supermajority (25% 22% ) to MVS failed Exec. 2 of 10 3 of 14 3rd family member 58.3 Marriott Family 15.5% 15.7% (Reducing to 2 of 12 after joined Board in Chairm AGM) (20% 21%) 2021 for tr sition Non-exec. 1 of 7 1 of 9 dreas $36.4 19.7% 15.3% Chairm , Bechtolsheim (14% 11%) CDO Non-exec. 1 of 6(1) 1 of 7 17.6 Chad Richison 22.0% 14.0% Chairm (Gain of Chairm seat) CEO (14% 14%) Non-exec. Current S/H Ken d 2 of 7 2 of 8 47.0 16.6% 14.9% Chairm , proposal for simple Michael Xie (29% 25% ) CEO; CTO majority vote Source: Comp y filings, CapIQ d FactSet. Note: U.S. Dollars in billions. Ordered highest to lowest by insider ownership. (1) As of IPO in 2014.


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– Confidential Draft – Case Study: Marriott Marriott family has ~15.5% ownership d maintains the Executive Chairm d 2 other Directors roles for 3 of 14 (21%) Board seats(1) Background ◾ Hospitality comp y founded by J.W. d Alice Marriott in 1927, d has been helmed by multiple family members◾ J.W. served as CEO until 1985 d Alice was a Director◾ Son, J.W. Marriott Jr., has been Executive Chairm since 1985 d was CEO from 1972 – 2012◾ CEOs have been non-family since J.W. Marriott Jr. left in 2012◾ In 1998, shareholders voted against a reclassification into dual class structure to give Family more voting power Current Involvement ◾ Marriott family is largest shareholder with 15.5% ownership◾ Currently 3 family members on the Board – Son, J.W. Marriott, Jr., is current Executive Chairm – Gr dson, David Marriott, is current Director d Chairm -Elect(1) – Gr ddaughter, Deborah Marriott Harrison, is current Director◾ Gr dson-in-law, Ronald Harrison, is current Global Design Officer◾ J.W. Marriott, Jr. will be retiring as of the 2022 nual Meeting – David Marriott added to Board in 2021 as replacement – Historically have been 2 family members on the Board◾ Lawrence Kellner also retiring at 2022 nual Meeting – Frederick Henderson to become Independent Lead Director Key Govern ce Points Separate Chairm d CEO Independent Lead Director Majority Vote St dard Director Resignation Policy (Age 72) Supermajority to Remove Directors Proxy Access Classified Board Current Directors Director Role Board Tenure J.W. Marriott, Jr. Executive Chairm 1964 thony Capu o CEO, Marriott 2021 David Marriott Chairm -Elect 2021 Deborah Marriott Harrison Director 2014 Isabella Goren Director 2022 Frederick Henderson Director 2013 Eric Hippeau Director 2016 Lawrence Kellner Independent Lead Director 2002 Debra Lee Director 2004 Aylwin Lewis Director 2016 Margaret McCarthy Director 2019 George Munoz Director 2002 Horacio Roz ski Director 2021 Sus Schwab Director 2015 3 Source: Comp y filings. (1) J.W. Marriott, Jr. to retire from Executive Chairm role in May 2022. Not publicly disclosed whether David Marriott’s title will be Executive Chairm or Chairm .


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– Confidential Draft – Case Study: J.B. Hunt Hunt family has 17.4% ownership d has no executive roles d 1 of 11 (9%) Board seats as a Director Background Tr sportation d Logistics Comp y founded in 1961 by J.B. d Johnelle Hunt J.B. served as President, CEO until 1982 when he stepped down to become Chairm ; Chairm until 1995 d remained on Board until 2004 Johnelle worked at Comp y since its founding d was a Director from 1993-2007 Son, Bry Hunt, joined Comp y in 1983 through its M agement Training program; became Director d Vice Chairm of Board in 1991 Current Involvement Johnelle remains largest shareholder with 17.4% ownership Bry Hunt is remaining family member on Board of Directors; retired from Comp y in 1997 At one point held 3 Board positions (J.B., Johnelle d Bry ) – J.B. Hunt retired from Board in 2004 (passed away in 2006) – Johnelle retired from Board in 2007 due to m datory retirement age of 72 for Directors Key Govern ce Points Separate Chairmd CEO Independent Lead Director Majority Vote St dard Director Resignation Policy (Age 72) Supermajority to Remove Directors Proxy Access Classified Board Current Directors Director Role Board Tenure Kirk Thompson Chairm 1985 Douglas G. Dunc Director 2010 Fr cesca M. Edwardson Director 2011 Wayne Garrison Director 1981 Sharilyn S. Gasaway Director 2009 Gary C. George Director 2006 Thad Hill Director 2021 Bry Hunt Director 1991 Gale V. King Director 2020 John N. Roberts, III Director 2010 James L. Robo Independent Lead Director 2002 Source: Comp y filings.


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– Confidential Draft – Selected Prior Share Reclassification Situations Represents selected prior reclassification situations since 2000 for comp ies with >$500mm market capitalization at nouncement Total High Vote HV / LV n. Prem. Date Equity Val. Votes Economic Voting Exch ge Cash / Stock Exch ge % of Comp y n. @ n. (H / L) (Pre / Post) (Pre / Post) Ratio Mix Prem.(1) Mkt Cap Commentary / Rationale No Family / Founder Family / Founder Controlling Shareholder Controlling Shareholder National Research 09/17 $1.0 1 / 0.01 14% / 14% 94% / 14% 1.00x 36% / 64% 57% 8.3% HV traded at ~57% prem.; Offer in-line with trading; LV 1/6th dividend Morris Family controlled majority of Class B shares; Elects 4 of 9 Directors; Engine Stewart Info 01/16 0.8 1 / 1 4% / 4% 4% / 4% 1.00x 26% / 74% 35% 1.5% Capital on board pre-reclass Activist situation with rumored M&A; Ratner family elects majority Forest City 12/16 5.5 10 / 1 7% / 9% 44% / 9% 1.31x — / 100% 31% 2.9% of Board; Board evaluation of alternatives Trustee sought potential share sale, Comp y offered premium; Hubbell 08/15 5.7 20 / 1 12% / 12% 74% / 12% 1.00x 22% / 78% 28% 3.5% St dstill agreement with Trustee Family controller Trust desired diversification; Reader’s Digest 04/02 2.3 1 / — 12% / 15% 100% / 15% 1.22x — / 100% 22% 3.3% Sent first proposal ~30% premium (2) Taubm family controller desired premium; no premium for Sotheby’s 09/05 1.0 10 / 1 22% / 12% 62% / 12% 0.51x 58% / 42% 19% 13.3% other Class B shareholders given Class B O/S below 50% Robert Mondavi 08/04 0.6 10 / 1 36% / 40% 85% / 40% 1.17x — / 100% 17% 6.9% Deal maintained nounced 1.165x ratio Alberto-Culver 10/03 3.6 1 / 0 55% / 55% 92% / 55% 1.00x — / 100% -—- Liquidity; Investor confusion; Govern ce Aaron’s Inc. 09/10 1.4 1 / — 14% / 14% 100% / 14% 1.00x — / 100% -—- Liquidity; Align vote/econ; Attract investors Minimum 4% / 4% 4% / 4% 0.51x -—-Medi 14% / 14% 85% / 14% 1.00x 22% 3.3% Maximum 55% / 55% 100% / 55% 1.31x 57% 13.3% CTE 04/03 $0.9 15 / 1 9% / 9% 58% / 9% 1.09x — / 100% 9% 0.8% Single holder, L3, has 50.2% of high vote d 29% of total vote Snowflake 03/21 76.6 10 / 1 82% / 82% 98% / 82% 1.00x — / 100% -—- Class B shares held by Pre-IPO investors converted to Class A shares VMware 10/21 67.8 10 / 1 73% / 73% 96% / 73% 1.00x — / 100% -—- Spin-related distribution SAP 02/01 48.8 1 / — 58% / 58% 100% / 58% 1.00x — / 100% -—- Tr sparent cap structure; greater flexibility; govern ce Time Warner Cable 05/08 30.5 10 / 1 8% / 8% 45% / 8% 1.00x — / 100% -—- Spin-related distribution Conoco 07/01 17.3 5 / 1 70% / 70% 92% / 70% 1.00x — / 100% -—- Spin-related distribution Raytheon 02/01 12.2 1 / 1(3) 70% / 70% 70% / 70% 1.00x — / 100% -—- Spin-related distribution GameStop 12/06 4.2 10 / 1 39% / 39% 87% / 39% 1.00x — / 100% -—- Simplify cap. structure; liquidity; govern ce Waddell Reed 12/00 3.0 5 / 1 48% / 48% 82% / 48% 1.00x — / 100% -—- Reduce investor confusion, liquidity, simplify capital structure Chipotle 10/09 2.6 10 / 1 52% / 52% 92% / 52% 1.00x — / 100% -—- Eliminate discount; liquidity; attract investors Agere Systems 12/04 2.4 1 / 1(3) 52% / 52% 52% / 52% 1.00x — / 100% -—- Liquidity; Investor confusion; improve govern ce Victory Capital 09/21 2.3 10 / 1 76% / 76% 97% / 76% 1.00x — / 100% -—- Strengthen govern ce; increase inclusion in indices; eliminate confusion Eagle Materials 01/06 2.3 1 / 1(4) 48% / 48% 48% / 48% 1.00x — / 100% -—- Simplify cap. structure; liquidity; investor confusion Freeport-McMor 02/02 2.1 1 / 1(3) 61% / 61% 61% / 61% 1.00x — / 100% -—- Spin-related distribution SunPower 09/11 1.1 8 / 1 42% / 42% 85% / 42% 1.00x — / 100% -—- Spin-related distribution Curtiss 02/05 1.1 1 / 1(3) 41% / 41% 41% / 41% 1.00x — / 100% -—- Spin-related distribution Gartner Inc. 02/05 1.0 1 / 1(3) 20% / 20% 20% / 20% 1.00x — / 100% -—- Maintained vote / econ%; Lost director majority FECI 02/03 0.9 1 / 1(3) 54% / 54% 54% / 54% 1.00x — / 100% -—- Spin-related distribution Mueller Water 10/09 0.7 8 / 1 74% / 74% 96% / 74% 1.00x — / 100% -—- Liquidity; reduce investor confusion; improve govern ce Triarc Comp ies 04/08 0.6 1 / 0.1 31% / 31% 82% / 31% 1.00x — / 100% -—- Acquiror in competitive merger process Minimum 8% / 8% 20% / 8% 1.00x -—-Medi 50% / 50% 76% / 50% 1.00x -—-Maximum 74% / 74% 100% / 74% 1.09x 9% 0.8% Source: Comp y filings d FactSet. Includes comp ies above $500mm equity value at nouncement of reclassification. (1) Defined as ((Exch ge Ratio + Cash Consideration) / Low Vote Shares—1) on last trading day prior to nouncement. (2) Only Taubm family Class B shares were exch ged at premium for cash d stock. Remaining Class B shares were automatically converted to Class A according to the Articles as outst ding Class B shares represented less th 50% of aggregate votes. (3) Class B entitled to elect 80% of Directors. Same voting power as Class A on all other matters. (4) Class B shares entitled to elect 85% of Directors. Same voting power on all other matters.


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– Confidential Draft – Const t Market Cap alysis At Various Potential Exch ge Ratios / Premiums Summary Metrics At Various Illustrative Exch ge Ratios / Premiums For reference Exch ge Premium – 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% Exch ge Ratio 1.00x 1.05x 1.10x 1.15x 1.20x 1.25x 1.30x 1.35x New Shares Issued to B (mm) 23.2 24.4 25.5 26.7 27.8 29.0 30.2 31.3 Value Of Shares Issued ($bn) $5.9 $6.1 $6.4 $6.6 $6.9 $7.1 $7.4 $7.6 Implied Premium ($bn) – (0.3) (0.5) (0.8) (1.0) (1.3) (1.5) (1.7) Implied Premium As % Of Mkt. Cap – 0.5% 1.1% 1.6% 2.1% 2.6% 3.1% 3.6% Pro Forma Class A Ownership 87.8% 87.2% 86.7% 86.2% 85.6% 85.1% 84.6% 84.1% Pro Forma Class B Ownership 12.2% 12.8% 13.3% 13.8% 14.4% 14.9% 15.4% 15.9% Pro Forma S ds Ownership 16.9% 17.4% 17.9% 18.4% 18.9% 19.3% 19.8% 20.3% Illustrative Compensation Value ($bn)(2) $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 Implied Premium Incl. Compensation (0.6%) (0.1%) 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% Value (% Of Market Cap) Source: Comp y filings, Wall Street research d FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Based on illustrative nual compensation savings of $16.3mm tax affected at 20% d valued at Gemini current P/E multiple of 22.0x.


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– Confidential Draft – Const t Share Price alysis At Various Potential Exch ge Ratios / Premiums Summary Metrics At Various Illustrative Exch ge Ratios / Premiums For reference Exch ge Premium – 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% Exch ge Ratio 1.00x 1.05x 1.10x 1.15x 1.20x 1.25x 1.30x 1.35x New Shares Issued to B (mm) 23.2 24.4 25.5 26.7 27.8 29.0 30.2 31.3 Value Of Shares Issued ($bn) $5.9 $6.2 $6.5 $6.8 $7.1 $7.4 $7.7 $7.9 Implied Premium ($bn) – (0.3) (0.6) (0.9) (1.2) (1.5) (1.8) (2.1) Implied Premium As % Of Mkt. Cap — 0.6% 1.2% 1.8% 2.4% 3.1% 3.7% 4.3% Pro Forma Class A Ownership 87.8% 87.2% 86.7% 86.2% 85.6% 85.1% 84.6% 84.1% Pro Forma Class B Ownership 12.2% 12.8% 13.3% 13.8% 14.4% 14.9% 15.4% 15.9% Pro Forma S ds Ownership 16.9% 17.4% 17.9% 18.4% 18.9% 19.3% 19.8% 20.3% Illustrative Compensation Value ($bn)(1) $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 Implied Premium Incl. Compensation (0.6%) 0.0% 0.6% 1.2% 1.9% 2.5% 3.1% 3.7% Value (% Of Market Cap) Initial proposal Source: Comp y filings, Wall Street research d FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Based on illustrative nual compensation savings of $16.3mm tax affected at 20% d valued at Gemini current P/E multiple of 22.0x. Initial proposal

Exhibit (c)(14)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials April 28, 2022


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.


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– Confidential Draft – Situation Update ï,§ The Sands letter to the Gemini Board proposed a declassification at an exchange ratio of 1.35x – Implies an exchange premium paid to the holders of Class B shares of ~$1.7bn or ~3.6% of market cap(1) ï,§ Following last week’s discussion, we have evaluated for reference purposes, the potential value of reduced annual compensation for the Sands – Illustrative value of ~$280mm based on ~$16mm of potential annual savings(2)ï,§ A response to the Sands to be informed by both quantitative and qualitative factors ï,§ Response may seek clarification on a number of key governance items, including: – Sands ongoing roles, Board representation / nomination rights, standstill or lock-up – Other governance items including Lead Director rotation and majority vote standard ï,§ To assist the Committee in a potential response to the Sands proposal, selected benchmarks and financial data are also included for reference: – Selected potential rationale for a reclassification – Prior reclassification situations – Illustrative Gemini sum-of-the-parts and regression analysis based on selected publicly traded alcohol companies Source: Company filings, Wall Street research and FactSet. (1) Based on Gemini Class A share price of $249 per share. (2) Assumes $0.4mm and $0.3mm annual compensation for Robert and Richard Sands, respectively. Assumes compensation savings occur immediately and after-tax savings valued at Gemini P/E multiple of 21.6x.


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– Confidential Draft – Review Of Selected Key Factors ï,§ Illustrative value of potential reduced annual compensation from a reduced role for the Sands Compensation ï,§ Comparison vs. non-executive suggests savings of ~$16mm annually Analysis – Implies ~$280mm value assuming Gemini P/E of 21.6x (~5% exchange premium impact and ~0.05x exchange ratio impact) ï,§ Benchmarked Gemini governance profile against other S&P 500 companies Today’s Governance ï,§ Potential opportunity to bring governance provisions in-line with current majority / “best practices” focus Considerations Key areas of focus include: ongoing family role, lead independent director and majority vote standard Potential Suggested response seeking clarification on a number of corporate governance issues: ongoing Sands role, lead independent Response director and majority vote standard Tactics / Focus on tying governance factors with the reclassification to best position Board going forward Messaging Frequently cited rationale in prior share reclassifications include improved corporate governance, expansion of potential Selected investor base, relevant prior reclassification situations and improved liquidity Rationale For Among other benefits, a Gemini reclassification may reduce the complexity of a potential Gemini sale / merger which may Reclassification increase the ability for all shareholders to realize a control premium at some point in the future Reviewed 29 selected prior declassification situations where high / low vote structure was collapsed in companies with Prior greater than $500mm market capitalization since 2000 For Reclassification reference – In majority of situations examined, there was no premium paid to high vote shareholders Situations In situations with a founding family / controlling shareholder (9 of 29), range of premiums is 0% to 57%, with a median of 22% Illustrative sum-of-the-parts analysis, based on selected publicly-traded beer, wine and spirit companies Public – Implies an increased in P/E multiple for Gemini of ~0.9x to ~3.5x assuming Gemini trades closer to its implied valuation Company based on publicly-traded alcohol companies Analysis Illustrative regression analysis, based on Gemini’s growth and margin profile in the context of publicly-traded alcohol companies – implies an increased P/E multiple for Gemini of ~3.3x to ~4.7x if it trades closer to regression implied trends Source: Company filings, Wall Street research and FactSet.


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– Confidential Draft – Analysis Of Reduced Executive Compensation There may be potential value from reduced compensation available to Gemini if the Sands roles are reduced to non-executive chairman and director, based on other large scale public consumer company compensation benchmarks Of the 46 Consumer Discretionary / Staples companies in the S&P 500 with market caps between $20bn and $100bn evaluated, 14 had non-executive, independent Chairman separate from the CEO; median compensation is $403K Potential Savings Analysis Robert Sands—Executive Chairman FY’21 Salary $1.0 Stock / Option Awards 4.1 Other Compensation(1) 4.0 Total FY’21 Compensation $9.1 Median Peer Based Non-Exec Chairman Comp. $0.4 Potential Robert Sands Annual Comp. Savings $8.7 Richard Sands—Executive Vice Chairman FY’21 Salary $0.9 Stock / Option Awards 3.5 Other Compensation(1) 3.5 Total FY’21 Compensation $7.8 Gemini Non-Management Director Retainer Fee $0.1 Gemini Annual Equity Grants 0.2 Potential Director Compensation $0.3 Potential Richard Sands Annual Comp. Savings $7.6 Total Sands Annual Compensation Savings $16.3 Memo: 3-Year Avg. Additional Private Jet $1.5 Pro Forma Value Of Savings Impact Total Sands Annual Compensation Savings $16.3 (-) Taxes @ 20% Rate (3.3) After-Tax Annual Sands Compensation Savings $13.0 Gemini NTM P/E Multiple 21.6x Illustrative Compensation Value $282 Achieved in 2 Yrs @ Illustrative Achieved Discount Rate Range Of Today 7.0% 8.5% 10.0% Gemini Market Cap ($bn) $47.1 Present Value of Savings(2) $282 $246 $239 $233 PV of Savings % of Market Cap 0.6% 0.5% 0.5% 0.5% Class B Shares (mm) 23.2 Implied Premium 5.1% 4.4% 4.3% 4.2% Implied Exch. Ratio 0.05x 0.04x 0.04x 0.04x Source: Company filings. Note: U.S. Dollars in millions. (1) Represents amounts earned under AMIP for Fiscal 2021, 2020 and 2019, Company contributions to 401(k) / Profit Sharing Plan, non-elective contributions under Non-Qualified Savings Plan and aggregate incremental cost of perquisites and personal benefits. (2) Assumes illustrative future value of after-tax savings valued at Gemini P/E of 21.6x.


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– Confidential Draft – Analysis At Various Potential Exchange Ratios / Premiums Summary Metrics At Various Illustrative Exchange Ratios / Premiums Exchange Premium – 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% Exchange Ratio 1.00x 1.05x 1.10x 1.15x 1.20x 1.25x 1.30x 1.35x New Shares Issued to B (mm) 23.2 24.4 25.5 26.7 27.8 29.0 30.2 31.3 Value Of Shares Issued ($bn) $5.8 $6.0 $6.3 $6.5 $6.8 $7.0 $7.2 $7.5 Implied Prem. Paid By Class A To – (0.3) (0.5) (0.7) (1.0) (1.2) (1.5) (1.7) Class B ($bn) Implied Premium As % Of Mkt. Cap – 0.5% 1.1% 1.6% 2.1% 2.6% 3.1% 3.6% NTM P/E (1) – 0.1x 0.3x 0.4x 0.5x 0.6x 0.8x 0.9x â^† Required To Breakeven Pro Forma Class A Ownership 87.7% 87.2% 86.7% 86.2% 85.6% 85.1% 84.6% 84.1% Pro Forma Class B Ownership 12.3% 12.8% 13.3% 13.8% 14.4% 14.9% 15.4% 15.9% Pro Forma Sands Ownership 16.9% 17.4% 17.9% 18.4% 18.9% 19.3% 19.8% 20.3% Illustrative Compensation Value ($bn)(2) $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 For Implied Premium Incl. Compensation (0.6%) (0.1%) 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% reference Value (% Of Market Cap) (3) (0.1x) (0.0x) +0.1x +0.3x +0.4x +0.5x +0.6x +0.8x NTM P/E â^† Required To Breakeven +1x P/E is equivalent to ~$2.2bn of incremental value to Gemini Initial proposal Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Implied P/E multiple change required for implied PF share price to equal current share price. (2) Based on illustrative annual compensation savings of $16.3mm tax affected at 20% and valued at Gemini current P/E multiple of 21.6x. (3) Implied P/E multiple change required for implied PF share price (including compensation value add back) to equal current share price.


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– Confidential Draft – Stock Vs. Cash Exchange Premium Considerations Illustrative Cash vs. Stock Premium Analysis –Cash Premium Considerations 1.35x Exchange (~$1.7bn) And P/E Multiple Based Approach Provides Class B holders with increased upfront cash proceeds – Potential tax implications for Class B holders if receiving cash Lower pro forma equity ownership for the Class B Reduces dilution to Class A shareholders given less shares issued Class A holders will receive greater share of any value creation post-reclassification given lower dilution Any cash premium likely may need to be evaluated in the overall context of Gemini’s capital allocation policy No Uplift +1.0x Uplift Cash Stock Cash Stock Current NTM P/E Multiple 21.6x 21.6x 21.6x 21.6x Multiple â^† – – +1.0x +1.0x Pro Forma Multiple 21.6x 21.6x 22.6x 22.6x NTM EPS $11.50 $11.50 $11.50 $11.50 After-Tax Financing Costs(1) (0.36) – (0.36) –Dilution Impact(2) – (0.47) – (0.47) Pro Forma NTM EPS $11.14 $11.03 $11.14 $11.03 Pro Forma Share Price $241 $239 $252 $250 % vs. Current Share Price of $249 (3.1%) (4.1%) +1.4% +0.3% Source: Company filings, Wall Street research and FactSet. (1) Assumes premium paid to Class B shareholders financed 100% with debt and assuming illustrative 5% interest rate and 20% tax rate. (2) Assumes 1.35x exchange ratio.


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– Confidential Draft – Gemini Governance Profile Vs. S&P 500 Gemini’s dual-class structure is an outlier relative to other S&P 500 companies (~8% have unequal voting share classes) – Majority of other corporate governance provisions generally in-line with the S&P500, except for a few, including majority vote standard to elect directors, action by written consent, no ability for shareholders to call special meetings and proxy access Board Details Y/N S&P(1) Classified 13% Board Directors removed only 25% for cause Supermajority vote to 14% remove directors Board fills all vacant 80% seats Separate Chair / CEO 57% positions Average director 60 63 age Lead Independent ? 57% Director Majority vote standard 90% to elect Average director 12 9 tenure Voting Details Y/N S&P(1) Cumulative 3% voting Unanimous written 27% consent Supermajority for 18% mergers Supermajority to amend 36% all charter provisions Supermajority to amend 23% all bylaw provisions Advance notice for 99% proposals / nominations Action by written 32% consent Shareholders can call 67% special meetings Proxy access 83% Other Provision Details Y/N S&P(1) Blank check preferred 95% stock Board can amend bylaws 99% without S/H approval Fair price 11% provision Poison pill in 1% force Ownership 11% limit Exclusive 50% forum Unequal voting 8% share classes Policy In-Line With S&P 500 Policy Not In-Line With S&P 500 Source: Company filings and FactSet. (1) Represents percentage of S&P 500 companies with provision.


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– Confidential Draft – Illustrative Proposal Response Key Terms The Special Committee’s receptivity to considering an appropriate premium in the declassification is tied to the Sands Family’s agreement to more directly align the company’s corporate governance structures with that of a company that is not controlled, including the following: Sands Family Board Representation Sands Family Roles & Compensation Standstill & Lock-up Board Leadership Majority Vote Standard Renomination rights for Messrs. Robert and Richard Sands over time following the declassification Transition to non-executive roles for Messrs. Robert and Richard Sands and alignment of compensation to typical non-executive standards Potential restrictions on acquiring or selling material amounts of shares post-declassification Near-term refreshment or rotation of the Lead Independent Director role Transition to a majority vote standard for [uncontested director elections] in conjunction with the declassification


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– Confidential Draft – Illustrative Response Key Talking Points Centerview / Potter to call Greenhill / WLRK The Special Committee has had several meetings since your client’s proposal came in and has considered, among other things, precedent transactions as well as shareholder feedback that has been shared with the Committee. We would note, as a preliminary matter, that all of the precedents arose at particular times and in particular contexts that make it difficult to draw conclusions that are applicable to your client’s proposal We can say the following at a high level: – The Special Committee is open to considering a premium of some amount – Without characterizing further what “some amount” means, it is clear that it is not the level that the Sands Family has proposed – However, the Special Committee’s receptivity to considering an appropriate premium to the Sands Family to relinquish its control in the declassification is tied to the Sands Family’s agreement to address a broader set of corporate governance matters at the company that would more directly align the company’s governance with that of a non-controlled company – We have laid these items out in the document we have sent to you – We are asking that you take it to your client and come back to us We will walk you through the page, but first the overall concept is this: – If stockholders are asked to pay a control premium for a declassification, it is the Special Committee’s belief that stockholders would expect that the governance features laid out in the document provided would also be addressed to more directly align the company’s governance with that of a non-controlled company. – If the Sands Family wants to continue to maintain significant control through ongoing nomination rights, the legacy board and committee leadership, ongoing executive roles and compensation, and their large voting block with no standstill, stockholders are going to ask – what is the premium for? The Sands Family still has de facto control of the company – We are hearing this exact point directly from stockholders If a declassification is to occur, the Special Committee is seeking to set up the company’s governance structure appropriately for the long-term such that it is more directly aligned with that of a non-controlled company. – There is a reason so many companies run into trouble post-declassification – If stockholders approve a declassification at a premium, and the board has not addressed the governance structure, the board is likely to immediately face pressure to evolve ... or else – Part of its goal as a Special Committee is to lay that groundwork now, so the Special Committee members can represent to their fellow directors that there is a plan going forward and this is not setting the company up for immediate near term stockholder activism pressure


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Supplemental Reference Materials


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– Confidential Draft – Potential Rationale For Declassification In Precedent Situations Rationale Applicability Selected Observations Shareholder Friendly / “One Share One Vote” Relevant Precedents Expand Potential Investor Base Reduced Complexity Of A Sale / Merger Other Governance Improvements “Feedback” From Shareholders Part Of Succession Planning Improved Liquidity Corporate governance trends continuing to favor “one share one vote” and ISS generally unsupportive of dual-class voting structures Other family / founder controller situations where reclassification reduced voting control below 50% Potential for inclusion in certain funds which exclude companies with dual-class structures May increases likelihood that all shareholders can realize a control premium at some point Potential agreement / commitment to make other governance changes Selected shareholders have generally expressed support for a reclassification, but some stated concern around the proposed premium Unclear if reclassification is part of broader Sands succession planning Unclear if increased Class A share count will materially improve liquidity given Gemini scale and Class A shares already very liquid


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– Confidential Draft – Summary Of Selected Prior Share Reclassification Situations Evaluated 29 prior reclassification situations since 2001 (companies over $500mm market cap at time of announcement) In the 9 family / founder situations, all but 2 included a premium paid to the family Only 1 of the 20 situations without a family / founder controller had a premium paid (in CTE 50.2% of the high vote stock was owned by a single holder L3; 29% of total vote) High Vote Class Ownership Dynamics Announced Premium As % Of Market Cap No Family / Founder Controlling Shareholder (e.g., Chipotle) Family / Founder Controlling Shareholder (e.g., Forest City) Chart reflects max, min and median of selected prior reclassification situations (n=29) Max Median Min Announced Exchange Premium Max Median Min Family / Founder No Family / Founder Controlling Shareholder Controlling Shareholder Source: Company filings and FactSet.


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– Confidential Draft – Selected Prior Share Reclassification Situations Represents selected prior reclassification situations since 2000 for companies with >$500mm market capitalization at announcement No Family / Founder Family / Founder Controlling Shareholder Controlling Shareholder Total High Vote HV / LV Ann. Prem. Date Equity Val. Votes Economic Voting Exchange Cash / Stock Exchange % of Company Ann. @ Ann. (H / L) (Pre / Post) (Pre / Post) Ratio Mix Prem.(1) Mkt Cap Commentary / Rationale National Research 09/17 $1.0 1 / 0.01 14% / 14% 94% / 14% 1.00x 36% / 64% 57% 8% HV traded at ~57% prem.; Offer in-line with trading; LV 1/6th dividend Morris Family controlled majority of Class B shares; Elects 4 of 9 Directors; Engine Stewart Info 01/16 0.8 1 / 1 4% / 4% 4% / 4% 1.00x 26% / 74% 35% 2% Capital on board pre-reclass Activist situation with rumored M&A; Ratner family elects majority Forest City 12/16 5.5 10 / 1 7% / 9% 44% / 9% 1.31x — / 100% 31% 3% of Board; Board evaluation of alternatives Trustee sought potential share sale, Company offered premium; Hubbell 08/15 5.7 20 / 1 12% / 12% 74% / 12% 1.00x 22% / 78% 28% 3% Standstill agreement with Trustee Family controller Trust desired diversification; Reader’s Digest 04/02 2.3 1 / — 12% / 15% 100% / 15% 1.22x — / 100% 22% 3% Sent first proposal ~30% premium Taubman family controller desired premium; no premium for Sotheby’s (2) 09/05 1.0 10 / 1 22% / 12% 62% / 12% 0.51x 58% / 42% 19% 13% other Class B shareholders given Class B O/S below 50% Robert Mondavi 08/04 0.6 10 / 1 36% / 40% 85% / 40% 1.17x — / 100% 17% 7% Deal maintained announced 1.165x ratio Alberto-Culver 10/03 3.6 1 / 0 55% / 55% 92% / 55% 1.00x — / 100% -—- Liquidity; Investor confusion; Governance Aaron’s Inc. 09/10 1.4 1 / — 14% / 14% 100% / 14% 1.00x — / 100% -—- Liquidity; Align vote/econ; Attract investors Minimum 4% / 4% 4% / 4% 0.51x -—-Median 14% / 14% 85% / 14% 1.00x 22% 3% Maximum 55% / 55% 100% / 55% 1.31x 57% 13% CTE 04/03 $0.9 15 / 1 9% / 9% 58% / 9% 1.09x — / 100% 9% 1% Single holder, L3, has 50.2% of high vote and 29% of total vote Snowflake 03/21 76.6 10 / 1 82% / 82% 98% / 82% 1.00x — / 100% -—- Class B shares held by Pre-IPO investors converted to Class A shares VMware 10/21 67.8 10 / 1 73% / 73% 96% / 73% 1.00x — / 100% -—- Spin-related distribution SAP 02/01 48.8 1 / — 58% / 58% 100% / 58% 1.00x — / 100% -—- Transparent cap structure; greater flexibility; governance Time Warner Cable 05/08 30.5 10 / 1 8% / 8% 45% / 8% 1.00x — / 100% -—- Spin-related distribution Conoco 07/01 17.3 5 / 1 70% / 70% 92% / 70% 1.00x — / 100% -—- Spin-related distribution Raytheon 02/01 12.2 1 / 1(3) 70% / 70% 70% / 70% 1.00x — / 100% -—- Spin-related distribution GameStop 12/06 4.2 10 / 1 39% / 39% 87% / 39% 1.00x — / 100% -—- Simplify cap. structure; liquidity; governance Waddell Reed 12/00 3.0 5 / 1 48% / 48% 82% / 48% 1.00x — / 100% -—- Reduce investor confusion, liquidity, simplify capital structure Chipotle 10/09 2.6 10 / 1 52% / 52% 92% / 52% 1.00x — / 100% -—- Eliminate discount; liquidity; attract investors Agere Systems 12/04 2.4 1 / 1(3) 52% / 52% 52% / 52% 1.00x — / 100% -—- Liquidity; Investor confusion; improve governance Victory Capital 09/21 2.3 10 / 1 76% / 76% 97% / 76% 1.00x — / 100% -—- Strengthen governance; increase inclusion in indices; eliminate confusion Eagle Materials 01/06 2.3 1 / 1(4) 48% / 48% 48% / 48% 1.00x — / 100% -—- Simplify cap. structure; liquidity; investor confusion Freeport-McMoran 02/02 2.1 1 / 1(3) 61% / 61% 61% / 61% 1.00x — / 100% -—- Spin-related distribution SunPower 09/11 1.1 8 / 1 42% / 42% 85% / 42% 1.00x — / 100% -—- Spin-related distribution Curtiss 02/05 1.1 1 / 1(3) 41% / 41% 41% / 41% 1.00x — / 100% -—- Spin-related distribution Gartner Inc. 02/05 1.0 1 / 1(3) 20% / 20% 20% / 20% 1.00x — / 100% -—- Maintained vote / econ%; Lost director majority FECI 02/03 0.9 1 / 1(3) 54% / 54% 54% / 54% 1.00x — / 100% -—- Spin-related distribution Mueller Water 10/09 0.7 8 / 1 74% / 74% 96% / 74% 1.00x — / 100% -—- Liquidity; reduce investor confusion; improve governance Triarc Companies 04/08 0.6 1 / 0.1 31% / 31% 82% / 31% 1.00x — / 100% -—- Acquiror in competitive merger process Minimum 8% / 8% 20% / 8% 1.00x -—-Median 50% / 50% 76% / 50% 1.00x -—-Maximum 74% / 74% 100% / 74% 1.09x 9% 1% Source: Company filings and FactSet. Includes companies above $500mm equity value at announcement of reclassification. (1) Defined as ((Exchange Ratio + Cash Consideration) / Low Vote Shares—1) on last trading day prior to announcement. (2) Only Taubman family Class B shares were exchanged at premium for cash and stock. Remaining Class B shares were automatically converted to Class A according to the Articles as outstanding Class B shares represented less than 50% of aggregate votes. (3) Class B entitled to elect 80% of Directors. Same voting power as Class A on all other matters. (4) Class B shares entitled to elect 85% of Directors. Same voting power on all other matters.


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– Confidential Draft – Observations On Market Implied Exchange Ratio / Premium Based on Gemini stock trading dynamics post-disclosure of the reclassification proposal on April 4, it appears that investors may be expecting a premium to be paid to Class B holders of between ~14%—21% Implied Exchange –1-Day Reaction Class A Price Prior to Announce $233.71 Class A Closing Price Post-Announce 229.71 % Gemini Change (1.7%) Class A Diluted Shares (mm)(1) 169.2 Class A Mkt Cap Prior to Announce $39,534 Class A Mkt Cap Post-Announce 38,858 Implied Prem. Paid By Class A To B (677) Implied Prem. as % of Mkt. Cap 1.4% Current Class B Shares (mm) 23.2 Implied Class B Premium / Share $29.15 Class A Price Prior to Announce 233.71 Implied Class B Price Incl. Prem. $262.86 Implied Exchange Ratio 1.14x Implied Exchange –1-Day Reaction vs. Peers Class A Price Prior to Announce $233.71 Adj. Class A Closing Price Post-Annc. 228.71 % Gemini Change Adj. Performance(2) (1.7%) (2.1%) % Peer Change 0.4% Class A Diluted Shares (mm)(1) 169.2 Class A Mkt Cap Prior to Announce $39,534 Adj. Class A Mkt Cap Post-Announce 38,689 Implied Prem. Paid By Class A To B (845) Implied Prem. as % of Mkt. Cap 1.8% Current Class B Shares 23.2 Implied Class B Premium / Share $36.42 Class A Price Prior to Announce 233.71 Implied Class B Price Incl. Prem. $270.13 Implied Exchange Ratio 1.18x Implied Exchange –1-Day Reaction vs. S&P Class A Price Prior to Announce $233.71 Adj. Class A Closing Price Post-Annc. 227.82 % Gemini Change Adj. Performance(3) (1.7%) (2.5%) % S&P 500 Change 0.8% Class A Diluted Shares (mm)(1) 169.2 Class A Mkt Cap Prior to Announce $39,534 Adj. Class A Mkt Cap Post-Announce 38,538 Implied Prem. Paid By Class A To B (997) Implied Prem. as % of Mkt. Cap 2.1% Current Class B Shares 23.2 Implied Class B Premium / Share $42.94 Class A Price Prior to Announce 233.71 Implied Class B Price Incl. Prem. $276.65 Implied Exchange Ratio 1.21x Source: Company filings and FactSet. Note: U.S. Dollars in millions, except per share amounts. Share counts as of 13-D disclosure on April 4, 2022, excluding impact of $500mm ASR announced on April 7, 2022. (1) Class A common shares plus Class 1 shares plus dilution. (2) Represents difference between Gemini 1-day reaction of (1.7%) and peer performance of +0.4%. Peers include selected large cap beer, wine and spirits companies. (3) Represents difference between Gemini 1-day reaction of (1.7%) and S&P performance of +0.8%.


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– Confidential Draft – Review Of Class A And Class B Trading Following 13-D Disclosure Generally difficult to draw conclusions from Class A and B current trading dynamics post-disclosure on April 4, given very low liquidity / trading volumes of Class B shares Trading Performance And Implied Premium Since Disclosure Initial 35% 4/1 4/4 4/5 4/6 4/7 4/8 4/11 4/12 4/13 4/14 4/18 4/19 4/20 4/21 4/22 4/25 Proposal Implied Class A Dilution / Premium to Class B (1) ($mm) $1,748 — $861 $889 $606 $754 $538 $657 $641 $660 $583 $728 $566 $554 $669 $706 $565 Implied Class A Dilution / Premium to Class B (1) as % of Market Cap 3.6% — 2.0% 2.0% 1.4% 1.6% 1.1% 1.4% 1.3% 1.4% 1.2% 1.5% 1.2% 1.1% 1.4% 1.5% 1.2% Prior Class B S/H Ownership 15.6% 12% 14% 14% 13% 14% 13% 13% 13% 13% 13% 14% 13% 13% 14% 14% 13% Class B Daily Trading Volume (# of shares) 1,424 1,761 1,305 220 736 452 704 134 1,017 -—- 317 -——- 220 Class A Price Class B Price Implied Exchange Ratio Source: Company filings and FactSet. Note: Assumes an all-stock exchange / reclassification. (1) Calculated as incremental shares issued to current Class B S/H * pro forma share price. (2) Share counts on 4/14 and after based on Gemini 10-K filed April 21, 2022. (3) Peers include AB InBev, Asahi, Becle, Boston Beer, Brown-Forman, Campari, Carlsberg, Diageo, Duckhorn, Heineken, Kirin, Molson Coors, Pernod Ricard, Remy Cointreau, Treasury Wine and Vintage Wine.


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– Confidential Draft – Summary Gemini Financial Profile Gemini expected revenue CAGR of +7% (+8% for Beer and +4% for Wine & Spirits)(1) – Expected EBIT margin of 33% (~36% for Beer and 23% for Wine & Spirits)(1) ’23-’25E Gemini Financials (Fiscal Year Ending February 28) CAGR Revenue EBIT (Excluding Canopy) Source: FactSet and Wall Street research. Note: U.S. Dollars in millions. FY’21A financials pro forma for Wine & Spirits divestitures. (1) Based on FY’23-FY’25 consensus expected revenue growth and FY’23 consensus EBIT margin. (2) Corporate cost allocation based on EBIT contribution by segment. EBIT CAGRs shown exclude corporate.


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– Confidential Draft – Gemini Benchmarking vs. Publicly-Traded Alcohol Companies Gemini Beer segment exhibits the highest growth and margin among peers, while Wine & Spirits growth and margin is among low-to-mid group CY’22-’24E Revenue CY’22E EBIT Margin Price / NTM EPS Beer Wine & Spirits (W&S) Gemini (Beer) 8% Gemini (Beer) 36% (1) Boston Beer 24.0x Boston Beer 7% AB InBev 26% Heineken 20.8x Heineken 6% Heineken 16% Carlsberg 17.9x AB InBev 5% Carlsberg 15% AB InBev 16.3x Carlsberg 4% Molson Coors 13% Asahi 14.7x Asahi 3% Boston Beer 10% Molson Coors 13.2x Kirin 2% Asahi 9% Kirin 12.1x Molson Coors 1% Kirin 8% Median: 16.3x Median: 4% Median: 13% Vintage Wine 16% Diageo 31% Remy Cointreau 37.8x (2) Becle 14% Brown-Forman 31% Brown-Forman 35.3x Duckhorn (2) Pernod Ricard 9% 28% Campari 35.0x Remy Cointreau 9% Duckhorn 28% Duckhorn 28.9x FY’25 Pernod Ricard 6% Remy Cointreau 26% expected 25% Becle 28.7x Campari 6% Gemini (W&S) 22%(1) Diageo 25.6x Diageo 6% Treasury Wine 22% Pernod Ricard 22.6x Brown-Forman 6% Campari 20% Vintage Wine 21.1x Treasury Wine 5% Becle 19% Treasury Wine 21.0x Gemini (W&S) 3% Vintage Wine 14% Median: 28.6x Median: 6% Median: 26% Beer Wine Spirits Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in millions. (1) Corporate cost allocation based on EBIT contribution by segment. (2) Represents CY’22E – CY’23E growth rates due to lack of availability of CY’24E estimates.


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– Confidential Draft – Illustrative Sum-Of-The-Parts Analysis Illustrative sum-of-the-parts analysis based on selected multiples from publicly-traded beer, wine and spirits companies indicates that Gemini may be trading at a discount vs. its SOTP implied P/E multiple Weighted Average P/E Multiple Commentary EBIT % Price / NTM EPS Multiple Contribution Contribution(1) Low High Low High Beer 85% 23.0x – 25.0x 19.6x – 21.3x Highest growth and margin among beer peers Low-to-mid growth and margin profile among Wine & Spirits 15% 20.0x – 26.0x 3.0x – 3.9x wine and spirits peers Implied Weighted Avg. P/E 22.6x – 25.1x Gemini Current P/E 21.6x – 21.6x Implied P/E Multiple (%) +4% – +16% Implied P/E Multiple +0.9x – +3.5x Source: Company filings, Wall Street research and FactSet. (1) Based on fiscal year 2023 (ending February 28) EBIT contributions.


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– Confidential Draft – Gemini P/E Multiple Excluding Canopy Adjusting Gemini’s P/E multiple for the Canopy stake market value and earnings implies that Gemini is trading at a ~1x lower P/E than otherwise observed – Gemini investors and analysts indicate some potential valuation discount may be attributable to Canopy / capital allocation and associated corporate governance Implied NTM P/E (Ex-Canopy) Current Gemini Share Price $248.74 (-) Canopy Value per Gemini Share (4.16)(1) Gemini Price ex-Canopy $244.58 Gemini NTM EPS (incl. Canopy) $11.49 (+) Add-back Canopy Loss per Gemini Share 0.36 Gemini NTM EPS ex-Canopy $11.86 Gemini Implied P/E ex-Canopy 20.6x Gemini Current P/E 21.6x Gemini Current P/E vs. P/E ex-Canopy +1.0x Low High Implied Peer-Based Weighted Avg. P/E 22.6x 25.1x Implied Incremental P/E Multiple +1.0x +1.0x Implied P/E Multiple Vs. Implied Ex-Canopy P/E Of 21.5x +1.9x +4.5x Selected Analyst / Investor Quotes “Overall, given the market has been concerned over capital allocation, we believe investors would react favorably to [Gemini] consolidating into a single share class with the Sands Family giving up voting control… We think some of the stock’s valuation discount in our minds around capital allocation concerns will be reduced” — “We have written at length about [Gemini’s] patchy capital allocation track record, including Ballast Point, Mexicali and Canopy” — “...The company’s current valuation discount to the broader market on a P/E basis is not wholly due to the control shares, in our view. Management’s decisions with regard to capital allocation – particularly the Canopy acquisition – have contributed at least as much to the valuation gap as the control shares have.” — Source: Company filings, Wall Street research and FactSet. (1) Based on the current market value of Gemini’s ~35% ownership stake in Canopy Growth.


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– Confidential Draft – Illustrative Regression Analysis Regression analysis of beer, wine and spirit company growth and margins vs. valuation multiple implies an increased P/E multiple for Gemini if it trades closer to regression implied trends Revenue Growth vs. NTM P/E Operating Margin vs. NTM P/E ’22E – ’24E Revenue Growth ’22E Operating Margin Beer Wine Spirits Source: Company filings, Wall Street research and FactSet. Note: Beer companies include AB InBev, Asahi, Boston Beer, Carlsberg, Heineken, Kirin and Molson Coors. Wine companies include Duckhorn and Treasury Wine. Spirits companies include Brown-Forman, Campari, Diageo, Pernod Ricard and Remy Cointreau. Correlations exclude Gemini.


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– Confidential Draft – Illustrative Implied P/E Multiple Summary Illustrative sum-of-the-parts and regression analyses implies an increased P/E multiple for Gemini of +0.9x to +4.7x, assuming Gemini trades closer to the implied valuations based on publicly-traded alcohol companies Sum-Of-The-Parts Analysis Regression Analysis (50% Credit) Low High Revenue Growth EBIT Margin Implied NTM P/E Multiple 22.6x 25.1x 25.0x 26.4x Current NTM P/E Multiple 21.6x 21.6x 21.6x 21.6x Implied NTM P/E Multiple +0.9x +3.5x +3.3x +4.7x Additional +1.0x ex-Canopy(1) Increase in Total Market Cap ($bn)(2) +$2.0 +$7.7 +$7.3 +$10.4 Additional Value to Class A ($bn)(3) +1.8 +6.8 +6.4 +9.1 Implied Value Creation % +4% +16% +16% +22% (Mkt Cap & Class A) +1x P/E is equivalent to ~$2.2bn of incremental value to Gemini Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Adjusted for the current market value of Gemini’s ~35% ownership stake in Canopy and the attributable Canopy losses. (2) Total market cap calculated using only Class A share price. Includes impact of dilution from 4.4mm shares of options outstanding at $131.89 strike price, 0.3mm shares of RSUs and 0.2mm shares of PSUs. (3) Class A calculated as Gemini FDSO (190.3mm) excluding current Class B shares (23.2mm), assuming no premium to Class B shares.

Exhibit (c)(15)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials For The Special Committee April 22, 2022


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.


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– Confidential Draft – Executive Summary ◾ Following last week’s discussion, we have continued to analyze various financial data / benchmarks to evaluate the potential for multiple expansion / value uplift following a reclassification ◾ At the request of the Special Committee, we have included several analyses for reference / information purposes: 1 – Illustrative Gemini sum-of-the-parts analysis, based on selected publicly-traded beer, wine and spirit companies – indicates potential P/E multiple expansion of ~0.4x to ~2.6x • Potential P/E expansion may be +1x higher when considering Canopy discount / impact 2– Illustrative regression analysis, based on Gemini’s growth and margin profile in the context of selected publicly-traded alcohol companies – indicates potential P/E expansion of ~2.9x to ~4.6x(1) 3– Multiple expansion in prior reclassification situations – indicates range of changes in P/E multiple of +0.0x to +3.4x immediately following the announcement of the reclassification; median of +0.4x P/E multiple Analysis of large-scale consumer company director / non-executive chairman compensation indicates additional potential savings for Gemini if the Sands roles are reduced and compensation is brought in-line with benchmarks Potential response to the Sands may factor in both quantitative and qualitative reference data / benchmarks 2 Source: Company filings, Wall Street research and FactSet. (1) Assumes credit for 50% of regression implied P/E multiple uplift.


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– Confidential Draft – Summary Gemini Financial Profile Gemini expected revenue CAGR of +7% (+8% for Beer and +4% for Wine & Spirits)(1) – Expected EBIT margin of 33% (~36% for Beer and 23% for Wine & Spirits)(1) ’23-’25E Gemini Financials (Fiscal Year Ending February 28) CAGR Revenue EBIT (Excluding Canopy) Source: FactSet and Wall Street research. Note: U.S. Dollars in millions. FY’21A financials pro forma for Wine & Spirits divestitures. (1) Based on FY’23-FY’25 consensus expected revenue growth and FY’23 consensus EBIT margin. (2) Corporate cost allocation based on EBIT contribution by segment. EBIT CAGRs shown exclude corporate.


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– Confidential Draft – Gemini Benchmarking vs. Publicly-Traded Alcohol Companies Gemini Beer segment exhibits the highest growth and margin among peers, while Wine & Spirits growth and margin is among low-to-mid group CY’22-’24E Revenue CY’22E EBIT Margin Price / NTM EPS Beer Wine & Spirits (W&S) Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in millions. (1) Corporate cost allocation based on EBIT contribution by segment. (2) Represents CY’22E – CY’23E growth rates due to lack of availability of CY’24E estimates.


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– Confidential Draft – Illustrative Sum-Of-The-Parts Analysis Illustrative sum-of-the-parts analysis based on selected multiples from publicly-traded beer, wine and spirits companies indicates that Gemini may be trading at a discount of ~2%—10% vs. its SOTP implied P/E multiple Weighted Average P/E Multiple Commentary EBIT % Price / NTM EPS Multiple Contribution Contribution(1) Low High Low High Beer 85% 23.5x – 25.0x 20.0x – 21.3x Highest growth and margin among beer peers Low-to-mid growth and margin profile among Wine & Spirits 15% 20.0x – 26.0x 3.0x – 3.9x wine and spirits peers Implied Weighted Avg. P/E 23.0x – 25.1x Gemini Current P/E 22.6x – 22.6x Implied P/E Multiple Uplift (%) +2% – +11% Implied P/E Multiple Uplift +0.4x – +2.6x Source: Company filings, Wall Street research and FactSet. (1) Based on fiscal year 2023 (ending February 28) EBIT contributions.


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– Confidential Draft – Gemini P/E Multiple Excluding Canopy Adjusting Gemini’s P/E multiple for the Canopy stake market value and earnings implies that Gemini is trading at a ~1x lower P/E than otherwise observed (~5.0% discount) – Gemini investors and analysts indicate some potential valuation discount may be attributable to Canopy / capital allocation and associated corporate governance Implied NTM P/E (Ex-Canopy) Current Gemini Share Price $258.78 (1) (-) Canopy Value per Gemini Share (4.28) Gemini Price ex-Canopy $254.50 Gemini NTM EPS (incl. Canopy) $11.46 (+) Add-back Canopy Loss per Gemini Share 0.36 Gemini NTM EPS ex-Canopy $11.83 Gemini Implied P/E ex-Canopy 21.5x Gemini Current P/E 22.6x Gemini Current P/E vs. P/E ex-Canopy +1.1x Low High Implied Peer-Based Weighted Avg. P/E 23.0x 25.1x Implied Incremental P/E Multiple Uplift +1.1x +1.1x Implied P/E Multiple Uplift Vs. Implied Ex-Canopy P/E Of 21.5x +1.5x +3.6x Source: Company filings, Wall Street research and FactSet. (1) Based on the current market value of Gemini’s ~35% ownership stake in Canopy Growth. Selected Analyst / Investor Quotes “Overall, given the market has been concerned over capital allocation, we believe investors would react favorably to [Gemini] consolidating into a single share class with the Sands Family giving up voting control… We think some of the stock’s valuation discount in our minds around capital allocation concerns will be reduced” — “We have written at length about [Gemini’s] patchy capital allocation track record, including Ballast Point, Mexicali and Canopy” — “...The company’s current valuation discount to the broader market on a P/E basis is not wholly due to the control shares, in our view. Management’s decisions with regard to capital allocation – particularly the Canopy acquisition – have contributed at least as much to the valuation gap as the control shares have.” —


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– Confidential Draft – Illustrative Regression Analysis Regression analysis of beer, wine and spirit company growth and margins vs. valuation multiple implies that Gemini may have potential for P/E multiple expansion if it trades closer to regression implied trends Revenue Growth vs. NTM P/E Operating Margin vs. NTM P/E Source: Company filings, Wall Street research and FactSet. Note: Beer companies include AB InBev, Asahi, Boston Beer, Carlsberg, Heineken, Kirin and Molson Coors. Wine companies include Duckhorn and Treasury Wine. Spirits companies include Brown-Forman, Campari, Diageo, Pernod Ricard and Remy Cointreau. Correlations exclude Gemini.


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– Confidential Draft – Illustrative Implied P/E Multiple Summary Illustrative sum-of-the-parts and regression analyses indicate potential P/E multiple expansion for Gemini of +0.4x to +4.6x, assuming Gemini trades closer to the implied valuations based on publicly-traded alcohol companies Sum-Of-The-Parts Analysis Regression Analysis (50% Credit) Low High Revenue Growth EBIT Margin Implied NTM P/E Multiple 23.0x 25.1x 25.5x 27.2x Current NTM P/E Multiple 22.6x 22.6x 22.6x 22.6x Implied Multiple Uplift +0.4x +2.6x +2.9x +4.6x +1.1x additional potential upside ex-Canopy(1) Increase in Total Market Cap ($bn)(2) +$0.9 +$5.7 +$6.4 +$10.1 Additional Value to Class A ($bn)(3) +0.8 +5.0 +5.6 +8.9 Implied Value Creation % +2% +12% +13% +21% (Mkt Cap & Class A) Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Based on the current market value of Gemini’s ~35% ownership stake in Canopy Growth. (2) Total market cap calculated using only Class A share price. Includes impact of dilution from 4.4mm shares of options outstanding at $131.89 strike price, 0.3mm shares of RSUs and 0.2mm shares of PSUs. (3) Class A calculated as Gemini FDSO (190.3mm) excluding current Class B shares (23.2mm), assuming no premium to Class B shares.


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– Confidential Draft – Summary Of P/E Multiple Change In Selected Prior Reclassifications 6 of the prior 9 reclassification situations exhibited some P/E multiple uplift in the first trading day after the announcement of a reclassification(1); range of P/E multiple change from none to +3.4x Change in Share Price and Trading Multiple Post-Announcement Announce Exchange Premium % Low Vote Price in Date(1) Company Premium of Market Cap. @ Announce(2) Multiple(2) 9/18/17 National Research 57% 8% +9.8% +3.4x (3) 12/6/16 Forest City 31% 3% +9.8% +2.1x 1/27/16 Stewart Info 35% 2% +4.7% +0.5x 8/24/15 Hubbell 28% 3% +0.8% +0.0x 9/13/10 Aaron’s Inc. 0% 0% +2.3% +0.3x 9/7/05 Sotheby’s 19% 13% +0.1% +0.0x 8/23/04 Robert Mondavi 17% 7% +9.4% +1.8x 10/23/03 Alberto-Culver 0% 0% +2.0% +0.4x 4/15/02 Reader’s Digest 22% 3% +0.4% +0.1x Mean 23% 4% +4.4% +0.9x Median 22% 3% +2.3% +0.4x Source: Company filings, Wall Street research and FactSet. (1) Announcement based on public disclosure of intention to pursue reclassification transaction that will be voted on by shareholders at future date. (2) Represents market-adjusted share price and P/E multiple change when 1-day S&P 500 movement greater than +/- 3%. (3) Due to REIT structure prior to transaction, Forest City change in multiple represents change in P/AFFO multiple.


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– Confidential Draft – Observations On Market Implied Exchange Ratio / Premium Based on Gemini stock trading dynamics post-announcement of the reclassification proposal on April 4, it appears that investors may be expecting a premium to be paid to Class B holders of between ~14%—21% Implied Exchange –1-Day Reaction Class A Price Prior to Announce $233.71 Class A Closing Price Post-Announce 229.71 % Gemini Change (1.7%) Class A Diluted Shares (mm)(1) 169.2 Class A Mkt Cap Prior to Announce $39,534 Class A Mkt Cap Post-Announce 38,858 Implied Prem. Paid By Class A To B (677) Implied Prem. as % of Mkt. Cap 1.4% Current Class B Shares (mm) 23.2 Implied Class B Premium / Share $29.15 Class A Price Prior to Announce 233.71 Implied Class B Price Incl. Prem. $262.86 Implied Exchange Ratio 1.14x Implied Exchange –1-Day Reaction vs. Peers Class A Price Prior to Announce $233.71 Adj. Class A Closing Price Post-Annc. 228.71 % Gemini Change Adj. Performance(2) (1.7%) (2.1%) % Peer Change 0.4% Class A Diluted Shares (mm)(1) 169.2 Class A Mkt Cap Prior to Announce $39,534 Adj. Class A Mkt Cap Post-Announce 38,689 Implied Prem. Paid By Class A To B (845) Implied Prem. as % of Mkt. Cap 1.8% Current Class B Shares 23.2 Implied Class B Premium / Share $36.42 Class A Price Prior to Announce 233.71 Implied Class B Price Incl. Prem. $270.13 Implied Exchange Ratio 1.18x Implied Exchange –1-Day Reaction vs. S&P Class A Price Prior to Announce $233.71 Adj. Class A Closing Price Post-Annc. 227.82 % Gemini Change Adj. Performance(3) (1.7%) (2.5%) % S&P 500 Change 0.8% Class A Diluted Shares (mm)(1) 169.2 Class A Mkt Cap Prior to Announce $39,534 Adj. Class A Mkt Cap Post-Announce 38,538 Implied Prem. Paid By Class A To B (997) Implied Prem. as % of Mkt. Cap 2.1% Current Class B Shares 23.2 Implied Class B Premium / Share $42.94 Class A Price Prior to Announce 233.71 Implied Class B Price Incl. Prem. $276.65 Implied Exchange Ratio 1.21x Source: Company filings and FactSet. Note: U.S. Dollars in millions, except per share amounts. Share counts as of announcement on April 4, 2022, excluding impact of $500mm ASR announced on April 7, 2022. (1) Class A common shares plus Class 1 shares plus dilution. (2) Represents difference between Gemini 1-day reaction of (1.7%) and peer performance of +0.4%. Peers include selected large cap beer, wine and spirits companies. (3) Represents difference between Gemini 1-day reaction of (1.7%) and S&P performance of +0.8%.


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– Confidential Draft – Review Of Class A And Class B Trading Following Announcement Generally difficult to draw conclusions from Class A and B current trading dynamics post-announcement on April 4, given very low liquidity / trading volumes of Class B shares Trading Performance And Implied Premium Since Announcement Source: Company filings and FactSet. Note: Assumes an all-stock exchange / reclassification. (1) Calculated as incremental shares issued to current Class B S/H * pro forma share price. (2) Peers include AB InBev, Asahi, Becle, Boston Beer, Brown-Forman, Campari, Carlsberg, Diageo, Duckhorn, Heineken, Kirin, Molson Coors, Pernod Ricard, Remy Cointreau, Treasury Wine and Vintage Wine.


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– Confidential Draft – Analysis At Various Potential Exchange Ratios / Premiums Class A Share Dilution At Various Exchange Premiums Exchange Premium Exchange Ratio New Shares Issued to B Existing Class A Shares(1) PF Diluted Shares Outstanding Implied Market Cap ($bn)(2) Prior Class A—Market Cap ($bn) Prior Class B—Market Cap ($bn) Implied PF Share Price Dilution to Existing Class A S/H Implied Premium Paid By Class A To B ($) Implied Premium As % Of Mkt. Cap (3) NTM P/E Uplift Required To Breakeven Source: Company filings and FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Share count pro forma for accelerated share repurchase for $500mm Class A shares at $231.81/share. Includes Class 1 shares and diluted shares from options, RSUs and PSUs. Assumes Class 1 shares convert at no premium to new Class A shares. (2) Implied share prices assume equity value does not change after reclassification. Equity value calculated using only Class A share price. (3) Implied P/E multiple uplift required for implied PF share price to equal current share price.


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– Confidential Draft – Prior Reclassification Exchange Premium Analysis Premiums paid as % market cap in selected recent situations has ranged from 1.5% to 3.5%, implying an exchange ratio of 1.15x to 1.34x Aggregate Premium Paid As % Of Market Cap Sotheby’s 12 Robert 34 Reader’s 567 Stewart Info. 89 Alberto-Mondavi Digest Culver National Hubbell Forest City Aaron’s Inc. Research Announced Exchange Premium % Aggregate Premium ($mm) Class B Premium At Various % Premium in Selected Recent Situations Stewart For. City Median Hubbell Gemini Market Cap ($bn) Implied Prem. Paid By Class A To Class B ($) Class B Shares Pro Forma Class B Shares Implied Exchange Premium Implied Exchange Ratio Source: Company filings and FactSet.


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– Confidential Draft – Case Study: Compensation Benchmarking There may be significant potential compensation savings available to Gemini if the Sands roles are reduced to non-executive chairman and director, based on other large scale public consumer company compensation benchmarks Compensation Benchmarking Overview Evaluated 46 Consumer Discretionary and Staples companies in the S&P 500 with market caps between $20bn and $100bn Of the 46 companies evaluated, 14 had non-executive, independent Chairman separate from the CEO The median compensation for non-executive Chairman is $403k across the companies evaluated Non-Executive Chairman Potential Savings Analysis Robert Sands—Executive Chairman FY’21 Salary $1.0 Stock / Option Awards 4.1 Other Compensation(1) 4.0 Total FY’21 Compensation $9.1 Median Peer Based Non-Exec Chairman Comp. $0.4 Potential Robert Sands Annual Comp. Savings $8.7 Richard Sands—Executive Vice Chairman FY’21 Salary $0.9 Stock / Option Awards 3.5 Other Compensation(1) 3.5 Total FY’21 Compensation $7.8 Gemini Non-Management Director Retainer Fee $0.1 Gemini Annual Equity Grants 0.2 Potential Director Compensation $0.3 Potential Richard Sands Annual Comp. Savings $7.6 Total Sands Annual Compensation Savings $16.3 Memo: 3-Year Avg. Additional Private Jet $1.5 Source: Company filings. Note: U.S. Dollars in millions. (1) Represents amounts earned under AMIP for Fiscal 2021, 2020 and 2019, Company contributions to 401(k) / Profit Sharing Plan, non-elective contributions under Non-Qualified Savings Plan and aggregate incremental cost of perquisites and personal benefits.


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– Confidential Draft – For Discussion Purposes Illustrative Response Spectrum Potential initial response may seek to start a negotiation or to clarify scope of terms B Share Economics Roles / Compensation Lock-up Other Provisions Timing Reclassification Premium As % Of Market Cap Re-nomination Commitments (# of seats) Re-nomination Commitments (term) Executive Roles Compensation Lock-up Majority Vote Standard New Committee Chairs / Lead Independent Director Target Date For Recommendation To The Board Illustrative Option A: Seek To Start Negotiation 10% or less 1.1% or less 2 seats, with majority vote standard Through 2023 Annual Meeting No commitment / determined by full Board regular way post declassification Aligned with SH friendly practices Concurrent with re-nomination commitments Implemented at special meeting To be determined by the full Board no later than 2023 annual meeting Such that proposals can be included in proxy to be voted on at the 2022 annual meeting Illustrative Option B: Seek To Clarify Scope Of Terms “Open to a premium” Do both Sands expect to continue in their roles as Chairman and Vice Chairman of the Board? Seek to clarify expectations on leadership and when / how compensation will be determined Concurrent with re-nomination commitments “Expectation that the Board will want to commit to shareholders certain governance changes” Such that proposals can be included in proxy to be voted on at the 2022 annual meeting


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Appendix


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– Confidential Draft – Potential Governance Provisions To Consider In Conjunction With A Reclass In addition to the removal of unequal voting share classes, Gemini may seek to change selected provisions to bring more in-line with other S&P 500 companies or to address key ISS concerns Current Gemini Provision Unequal voting structure No majority vote standard to elect directors Shareholders not able to call special meetings No proxy access No anti-pledging provisions Rationale For A Change Equal voting rights between all shareholders simplifies governance structure and creates parity between shareholders—“one share, one vote” Director resigns if they don’t receive required majority of votes Increases flexibility for shareholders to propose changes to policy Allows large shareholders / group of shareholders to nominate director candidates for inclusion in proxy materials Risk introduced by potential for collateral calls and forced sales Increased oversight into share ownership Observation Fixed by the proposed Reclass 90% of S&P 500 has policy in place 67% of S&P 500 allows 83% of S&P has policy in place ISS flags as a key concern In addition to governance provisions that would require a shareholder vote, Gemini may consider a rotation of committee roles / lead director and ongoing Board refreshment Source: FactSet and ISS.


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– Confidential Draft – Gemini Governance Profile Vs. S&P 500 Gemini’s dual-class structure is an outlier relative to other S&P 500 companies (~8% have unequal voting share classes) – Majority of other corporate governance provisions generally in-line with the S&P500, except for a few, including majority vote standard to elect directors, action by written consent, no ability for shareholders to call special meetings and proxy access Board Details Y/N S&P(1) Classified 13% Board Directors removed only 25% for cause Supermajority vote to 14% remove directors Board fills all vacant 80% seats Separate Chair / CEO 57% positions Average director 60 63 age Lead Independent ? 57% Director Majority vote standard 90% to elect Average director 12 9 tenure Voting Details Y/N S&P(1) Cumulative 3% voting Unanimous written 27% consent Supermajority for 18% mergers Supermajority to amend 36% all charter provisions Supermajority to amend 23% all bylaw provisions Advance notice for 99% proposals / nominations Action by written 32% consent Shareholders can call 67% special meetings Proxy access 83% Other Provision Details Y/N S&P(1) Blank check preferred 95% stock Board can amend bylaws 99% without S/H approval Fair price 11% provision Poison pill in 1% force Ownership 11% limit Exclusive 50% forum Unequal voting 8% share classes Policy In-Line With S&P 500 Policy Not In-Line With S&P 500 Source: Company filings and FactSet. (1) Represents percentage of S&P 500 companies with provision.


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– Confidential Draft – Selected Prior Share Reclassification Situations No Family / Founder Family / Founder Controlling Shareholder Controlling Shareholder Total High Vote HV / LV Consideration Ann. Prem. Date Equity Val. Votes Economic Voting Exchange Mix Exchange % of First Company Ann. @ Ann. (H / L) (Pre / Post) (Pre / Post) Ratio (Cash / Stock) Prem.(1) Mkt Cap Offer Situation Commentary / Rationale National Research 09/17 $1.0 1 / 0.01 14% / 14% 94% / 14% 1.00x 36% / 64% 57% 8% Co. n.a. Offer in-line High with vote trading; shares Low traded vote at entitled ~57% premium; to 1/6th dividend Stewart Info 01/16 $0.8 1 / 1 4% / 4% 4% / 4% 1.00x 26% / 74% 35% 2% Co. Activist Elects Morris 4 of 9 Family Directors; controlled Engine majority Capital of on Class board B pre shares; -reclass Activist situation with rumored M&A; Ratner family elects majority Forest City 12/16 $5.5 10 / 1 7% / 9% 44% / 9% 1.31x — / 100% 31% 3% Co. Activist of Board; Board evaluation of alternatives Trustee sought potential share sale, Company offered premium; Hubbell 08/15 $5.7 20 / 1 12% / 12% 74% / 12% 1.00x 22% / 78% 28% 3% Co. n.a. Standstill agreement with Trustee Family controller Trust desired diversification; Reader’s Digest 04/02 $2.3 1 / — 12% / 15% 100% / 15% 1.22x — / 100% 22% 3% S/H n.a. Sent first proposal ~30% premium (2) Taubman family controller desired premium; no premium for Sotheby’s 09/05 $1.0 10 / 1 22% / 12% 62% / 12% 0.51x 58% / 42% 19% 13% Co. n.a. other Class B shareholders given Class B O/S below 50% Robert Mondavi 08/04 $0.6 10 / 1 36% / 40% 85% / 40% 1.17x — / 100% 17% 7% Co. Merger Deal maintained announced 1.165x ratio Alberto-Culver 10/03 $3.6 1 / 0 55% / 55% 92% / 55% 1.00x — / 100% -—- n.a. n.a. Liquidity; Investor confusion; Governance Aaron’s Inc. 09/10 $1.4 1 / — 14% / 14% 100% / 14% 1.00x — / 100% -—- Co. n.a. Liquidity; Align vote/econ; Attract investors Minimum 4% / 4% 4% / 4% 0.51x -—-Median 14% / 14% 85% / 14% 1.00x 22% 3% Maximum 55% / 55% 100% / 55% 1.31x 57% 13% CTE 04/03 $0.9 15 / 1 9% / 9% 58% / 9% 1.09x — / 100% 9% 1% n.a. n.a. Single holder, L3, has 50.2% of high vote and 29% of total vote VMware 10/21 $67.8 10 / 1 73% / 73% 96% / 73% 1.00x — / 100% -—- n.a. Spin Spin-related distribution SAP 02/01 $48.8 1 / — 58% / 58% 100% / 58% 1.00x — / 100% -—- n.a. n.a. Transparent cap structure; Greater flexibility; Governance Time Warner Cable 05/08 $30.5 10 / 1 8% / 8% 45% / 8% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Conoco 07/01 $17.3 5 / 1 70% / 70% 92% / 70% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Raytheon 02/01 $12.2 1 / 1 (3) 70% / 70% 70% / 70% 1.00x — / 100% -—- n.a. Spin Spin-related distribution GameStop 12/06 $4.2 10 / 1 39% / 39% 87% / 39% 1.00x — / 100% -—- n.a. Spin Simplify cap. structure; Liquidity; Governance Waddell Reed 12/00 $3.0 5 / 1 48% / 48% 82% / 48% 1.00x — / 100% -—- n.a. n.a. n.a. Chipotle 10/09 $2.6 10 / 1 52% / 52% 92% / 52% 1.00x — / 100% -—- n.a. Spin Eliminate discount; Liquidity; Attract investors Agere Systems 12/04 $2.4 1 / 1 (3) 52% / 52% 52% / 52% 1.00x — / 100% -—- n.a. Spin Liquidity; Investor confusion; Governance Eagle Materials 01/06 $2.3 1 / 1 (4) 48% / 48% 48% / 48% 1.00x — / 100% -—- n.a. Spin Simplify cap. structure; Liquidity; Investor confusion Freeport-McMoran 02/02 $2.1 1 / 1 (3) 61% / 61% 61% / 61% 1.00x — / 100% -—- n.a. Spin Spin-related distribution SunPower 09/11 $1.1 8 / 1 42% / 42% 85% / 42% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Curtiss 02/05 $1.1 1 / 1 (3) 41% / 41% 41% / 41% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Gartner Inc. 02/05 $1.0 1 / 1 (3) 20% / 20% 20% / 20% 1.00x — / 100% -—- n.a. Spin Maintained vote/econ%; Lost director majority FECI 02/03 $0.9 1 / 1 (3) 54% / 54% 54% / 54% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Mueller Water 10/09 $0.7 8 / 1 74% / 74% 96% / 74% 1.00x — / 100% n.a. Spin Liquidity; Investor confusion; Governance Triarc Companies 04/08 $0.6 1 / 0.1 31% / 31% 82% / 31% 1.00x / 100% n.a. Merger Acquiror in competitive merger process Minimum 8% / 8% 20% / 8% 1.00x Median 50% / 50% 76% / 50% 1.00x Maximum 74% / 74% 100% / 74% 1.09x 9% 1% Source: Company filings and FactSet. Includes companies above $500mm equity value at announcement of reclassification. 19 (1) Defined as ((Exchange Ratio + Cash Consideration) / Low Vote Shares—1) on last trading day prior to announcement. (2) Only Taubman family Class B shares were exchanged at premium for cash and stock. Remaining Class B shares were automatically converted to Class A according to the Articles as outstanding Class B shares represented less than 50% of aggregate votes. (3) Class B entitled to elect 80% of Directors. Same voting power as Class A on all other matters. (4) Class B shares entitled to elect 85% of Directors. Same voting power on all other matters.

Exhibit (c)(16)

 

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– Confidential Draft – Project Gemini: Confidential Discussion Materials For The Special Committee April 15, 2022    


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– Confidential Draft – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.


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– Confidential Draft – Situation Overview To assist the Special Committee in a potential response to the Sands proposal regarding a reclassification, we have continued to evaluate selected data / benchmarks, including: 1 – Selected prior share reclassification situations • Nine prior reclassifications situations with a family / founder controlling shareholder(1) • Premiums range from 0%—57%, with a median of 22%; Board composition and ongoing family / founder involvement varies across situations 2 – Gemini’s corporate governance profile • Comparison of key governance policies vs. S&P 500 companies and review of key ISS concerns • Potential governance policy updates to evaluate in conjunction with a reclassification 3 – Market benchmarks and considerations • Market implied reclassification premium following the announcement of the proposal • Dividend considerations for Class B holders • Summary of selected Wall Street analyst and Gemini investor feedback Given the uniqueness of each potential reclassification situation, the Committee may factor several qualitative and quantitative factors into a potential response – 4 In addition to potential premium percentage / exchange ratio, response may include factors such as Board representation, ongoing roles, compensation & benefits and other governance items 2 (1) Reflects prior reclassification situations since 2001 for companies with greater than $500 million market capitalization.


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1 Review of Selected Prior Reclassification Situations – Confidential Draft – Selected Prior Share Reclassification Situations Total High Vote HV / LV Consideration Ann. Prem. Date Equity Val. Votes Economic Voting Exchange Mix Exchange % of First Company Ann. @ Ann. (H / L) (Pre / Post) (Pre / Post) Ratio (Cash / Stock) Prem.(1) Mkt Cap Offer Situation Commentary / Rationale National Research 09/17 $1.0 1 / 0.01 14% / 14% 94% / 14% 1.00x 36% / 64% 57% 8% Co. n.a. Offer in-line High with vote trading; shares Low traded vote at entitled ~57% premium; to 1/6th dividend Stewart Info 01/16 $0.8 1 / 1 4% / 4% 4% / 4% 1.00x 26% / 74% 35% 2% Co. Activist Elects Morris 4 of 9 Family Directors; controlled Engine majority Capital of on Class board B pre shares; -reclass Activist situation with rumored M&A; Ratner family elects majority Forest City 12/16 $5.5 10 / 1 7% / 9% 44% / 9% 1.31x — / 100% 31% 3% Co. Activist of Board; Board evaluation of alternatives Trustee sought potential share sale, Company offered premium; Hubbell 08/15 $5.7 20 / 1 12% / 12% 74% / 12% 1.00x 22% / 78% 28% 3% Co. n.a. Standstill agreement with Trustee Family controller Trust desired diversification; Reader’s Digest 04/02 $2.3 1 / — 12% / 15% 100% / 15% 1.22x — / 100% 22% 3% S/H n.a. Sent first proposal ~30% premium Founder Shareholder (2) Taubman family controller desired premium; no premium for    Sotheby’s 09/05 $1.0 10 / 1 22% / 12% 62% / 12% 0.51x 58% / 42% 19% 13% Co. n.a. / other Class B shareholders given Class B O/S below 50% Robert Mondavi 08/04 $0.6 10 / 1 36% / 40% 85% / 40% 1.17x — / 100% 17% 7% Co. Merger Deal maintained announced 1.165x ratio Family Alberto-Culver 10/03 $3.6 1 / 0 55% / 55% 92% / 55% 1.00x — / 100% -—- n.a. n.a. Liquidity; Investor confusion; Governance Aaron’s Inc. 09/10 $1.4 1 / — 14% / 14% 100% / 14% 1.00x — / 100% -—- Co. n.a. Liquidity; Align vote/econ; Attract investors Controlling Minimum 4% / 4% 4% / 4% 0.51x -—-Median 14% / 14% 85% / 14% 1.00x 22% 3% Maximum 55% / 55% 100% / 55% 1.31x 57% 13% CTE 04/03 $0.9 15 / 1 9% / 9% 58% / 9% 1.09x — / 100% 9% 1% n.a. n.a. Single holder, L3, has 50.2% of high vote and 29% of total vote VMware 10/21 $67.8 10 / 1 73% / 73% 96% / 73% 1.00x — / 100% -—- n.a. Spin Spin-related distribution SAP 02/01 $48.8 1 / — 58% / 58% 100% / 58% 1.00x — / 100% -—- n.a. n.a. Transparent cap structure; Greater flexibility; Governance Time Warner Cable 05/08 $30.5 10 / 1 8% / 8% 45% / 8% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Conoco 07/01 $17.3 5 / 1 70% / 70% 92% / 70% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Raytheon 02/01 $12.2 1 / 1 (3) 70% / 70% 70% / 70% 1.00x — / 100% -—- n.a. Spin Spin-related distribution GameStop 12/06 $4.2 10 / 1 39% / 39% 87% / 39% 1.00x — / 100% -—- n.a. Spin Simplify cap. structure; Liquidity; Governance Waddell Reed 12/00 $3.0 5 / 1 48% / 48% 82% / 48% 1.00x — / 100% -—- n.a. n.a. n.a. Founder Chipotle 10/09 $2.6 10 / 1 52% / 52% 92% / 52% 1.00x — / 100% -—- n.a. Spin Eliminate discount; Liquidity; Attract investors (3) Liquidity; Investor confusion; Governance / Agere Systems 12/04 $2.4 1 / 1 52% / 52% 52% / 52% 1.00x — / 100% -—- n.a. Spin Shareholder Eagle Materials 01/06 $2.3 1 / 1 (4) 48% / 48% 48% / 48% 1.00x — / 100% -—- n.a. Spin Simplify cap. structure; Liquidity; Investor confusion Freeport-McMoran 02/02 $2.1 1 / 1 (3) 61% / 61% 61% / 61% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Family SunPower 09/11 $1.1 8 / 1 42% / 42% 85% / 42% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Curtiss 02/05 $1.1 1 / 1 (3) 41% / 41% 41% / 41% 1.00x — / 100% -—- n.a. Spin Spin-related distribution No Gartner Inc. 02/05 $1.0 1 / 1 (3) 20% / 20% 20% / 20% 1.00x — / 100% -—- n.a. Spin Maintained vote/econ%; Lost director majority Controlling FECI 02/03 $0.9 1 / 1 (3) 54% / 54% 54% / 54% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Mueller Water 10/09 $0.7 8 / 1 74% / 74% 96% / 74% 1.00x — / 100% -—- n.a. Spin Liquidity; Investor confusion; Governance Triarc Companies 04/08 $0.6 1 / 0.1 31% / 31% 82% / 31% 1.00x — / 100% -—- n.a. Merger Acquiror in competitive merger process Minimum 8% / 8% 20% / 8% 1.00x -—-Median 50% / 50% 76% / 50% 1.00x -—-Maximum 74% / 74% 100% / 74% 1.09x 9% 1% Source: Company filings and FactSet. Includes companies above $500mm equity value at announcement of reclassification. 3 (1) Defined as ((Exchange Ratio + Cash Consideration) / Low Vote Shares—1) on last trading day prior to announcement. (2) Only Taubman family Class B shares were exchanged at premium for cash and stock. Remaining Class B shares were automatically converted to Class A according to the Articles as outstanding Class B shares represented less than 50% of aggregate votes. (3) Class B entitled to elect 80% of Directors. Same voting power as Class A on all other matters. (4) Class B shares entitled to elect 85% of Directors. Same voting power on all other matters.


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1 Review of Selected Prior Reclassification Situations – Confidential Draft – Selected Prior Share Reclassification Situations – Detail Date Initial Final Negotiation Voting O/S Board Seats Family Role Company Ann. Premium Premium Length Pre / Post For High Vote Shares At Company “Other Rights” • Expense / fee • Before: Effective control (1 vs 1/100 57% 57% • Before: Founder was CEO and director reimbursement National Research Sep-17 ~3 Months 94.4% / 14.4% votes) (All Cash) (Cash & Stock) • After: Kept both positions • High vote received 6x • After: Vote as single class Shares traded at ~57% premium dividend pre reclass • Before: 2 directors and CEO • Before: 4 of 9 directors were Class B; 2 • Execute registration rights 35% • After: Kept roles; 2 family directors Stewart Info Jan-16 NA NA 4.4% / 4.4% family members • Expense / fee (Cash & Stock) removed following settlement with • After: Vote as single class reimbursement Starboard Value • Before: 4 directors and 2 Management • 4 Director nominees until 20% 31% • Before: 9 of 13 directors were Class B • After: 4 directors (for 3 years); 2 2019 Forest City Dec-16 ~1 Month 43.8% / 9.2% (All Stock) (All Stock) • After: Vote as single class directors (following 2 years); 1 • 2 nominees until 2021 if Detail on Management holding >75% of new shares following • Standstill agreement pages 13% 28% • Before: None • Before: None • Expense / fee reimburse Hubbell Aug-15 ~2.5 Months 73.8% / 12.4% (Cash or Stock) (Cash & Stock) • After: None • After: None • $250mm repo following reclass 22% 30% • Before: None • Before: None • Conversion to classified Reader’s Digest Apr-02 (Cash Repo + All ~1 Month(1) 100.0% / 14.7% (Cash or Stock) • After: None • After: None Board Stock) 19% For Family • Before: 8 of 11 directors were Class B • Before: 1 family member as director • Standstill agreement; family (Cash & Stock); Sotheby’s Sep-05 NA NA 62.4% / 11.9% before; 1 family member • After: Kept seat but stepped down from agreed to not sell shares for 0% for Others • After: Voting as one class after executive and nominating committees 2 years (Stock) • Before: 6 of 9 directors were Class B • Before: 3 family members on Board; 2 17% before; 3 family members Robert Mondavi Aug-04 NA ~1 Month 84.9% / 39.5% officer roles NA (All Stock) • After: Voting as one class after; 2 family • After: 2 directors and 0 officer roles members • Before: 4 family members on Board; 2 0% • Before: None Alberto-Culver Oct-03 NA NA 92.4% / 55.0% officer roles NA (All Stock) • After: None • After: 3 Board seats; 2 officer roles • Before: Founder was Chairman; son was 0% • Before: None • Conversion to classified Aaron’s Inc. Sep-10 NA ~1 Month 100.0% / 14.4% CEO & director (All Stock) • After: None Board • After: Kept both positions Source: Company filings. Note: Sorted highest to lowest by final premium. 4 (1) ~1 month of negotiation until Original Agreement. Shareholder lawsuit followed shortly thereafter, and ~7 months from first negotiation date until Amended Agreement.    


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1 Review of Selected Prior Reclassification Situations – Confidential Draft – Case Study: Hubbell Reclassification In 2015 Announcementï,§ August 24, 2015 ï,§ Class A (high vote): 20 votes per share Share Structure ï,§ Class B (low vote): 1 vote per share ï,§ Family shares held in trusts – ~49% of Class A shares outstanding representing 6% of economic share and 36% of voting share Family Involvement ï,§ Limited involvement from family in Board and Managementï,§ Reclassification into single share with one vote each Final Structureï,§ $28 cash premium (~28% premium to Class B trading price), $4mm of reimbursement for Trustee expenses / fees and standstill agreement for two yearsï,§ In June 2014, Bessemer Trust Company was appointed trustee of the family’s trusts pursuant to settlement of litigation between the former trustee and beneficiaries of the trusts; Bessemer filed 13-D notifying the Company that the trusts may sell some of their shares Backgroundï,§ In October 2015, Company hired Morgan Stanley to review potential alternatives including a reclassification of the Class A and Class B shares; two sides met in May of 2015 and Bessemer agreed it was advisable to discuss a potential reclassification of sharesï,§ Centerview was hired to evaluate fairness with regard to consideration received by Class A shareholdersï,§ June 2015 – Company proposed either: A) $53.64 in cash and 0.643 shares of Class B; B) an all cash equivalent; C) an all stock equivalent; proposal was ~$125 / share of class A (13% premium to Class B trading price)ï,§ July 2015 – Trustee countered with Class A’s to receive 35% cash premium to Class B trading price (~$145 / Class A share) and that Class B would vote as separate voting group ï,§ July 2015 – Company countered with 26% cash premium to Class B trading price (~$133 / Class A share) and a two-year standstill agreement Summary of ï,§ August 2015 – Trustee countered with 32% cash premium to Class B trading price (~$138 / Class A share), Negotiations reimbursement of financial and legal expenses and a willingness to consider the standstill agreement ï,§ August 2015 – Company countered with $28 cash premium (~27% premium to Class B trading price) and $2mm of reimbursement for Trustee expenses / fees ï,§ August 2015 – Trustee countered with $28.50 cash premium (~27% premium to Class B trading price) and $4mm of reimbursement for Trustee expenses / fees ï,§ August 2015 – Company countered with $28 cash premium (~28% premium to Class B trading price) and $4mm of reimbursement for Trustee expenses / fees, and Trustee agreedï,§ Alignment of voting rights with economic ownershipï,§ Elimination of negative control Stated Rationale ï,§ Improvement of liquidity, increased trading efficiencies, elimination of investor confusion / improved transparency and increased for attractiveness to institutional buyers Reclassification ï,§ Alignment with good governance standards ï,§ Increased strategic flexibility 5 Source: Company filings.


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1 Review of Selected Prior Reclassification Situations – Confidential Draft – Case Study: Forest City Reclassification In 2016 Announcementï,§ December 5, 2016 ï,§ Class A (low vote): 1 vote per share Share Structure ï,§ Class B (high vote): 10 votes per share ï,§ Ratner family held 10% economic share and 42% of the voting share; Class B shareholders entitled to elect 75% of Board Family Involvement ï,§ Multiple family members were involved on the Board or managementï,§ Each Class B share exchanged for 1.31 Class A shares Final Structureï,§ Family given 4 director nominees until 2019; 2 director nominees until 2021, contingent on family control >75% of post-reclass Class A; Family member to become non-executive Chairman until 2019 ï,§ Board periodically reviewed the Company’s capital structure and solicited the input of its stockholders on the dual-class structureï,§ After retaining advisors, representatives for the Special Committee and Family met and determined the two parties were too far apart on Background exchange ratios to continue dialogue, but would keep an open door for future communicationï,§ A press release was issued within a week of deciding negotiations were too far apartï,§ A couple weeks later, the Special Committee proposed a non-binding proposal to the Family and negotiations began, detailed belowï,§ 11/8/16 – Special Committee proposed to Family each Class B share exchanged for 1.2 Class A shares – 2 Family designated director nominees (term expiring 2019); 2 Family designated director nominees (term expiring 2020)ï,§ 11/28/16 – Family countered with each Class B share exchanged for 1.4 Class A shares – 2 Family designated director nominees (term expiring 2019); 2 Family designated director nominees (term expiring 2020) Summary of ï,§ 11/28/16 – Special Committee countered shortly with each Class B share exchanged for 1.28 Class A shares – No director designation rights Negotiationsï,§ 11/29/16 – Family countered with each Class B share exchanged for 1.34 Class A shares – 4 Family designated director nominees (term expiring 2019); 2 Family designated director nominees as long as Family remained top 5 shareholder; Family member (James Ratner) to be non-executive Chairman until 2019 ï,§ 11/29/16 – Special Committee countered with (and was accepted) each Class B share exchanged for 1.31 Class A shares – 4 director nominees until 2019; 2 director nominees until 2021, contingent on family holding >75% of post-reclass Class A shares; Family member (James Ratner) to be non-executive Chairman until 2019ï,§ Alignment of voting rights and economic ownershipï,§ Realignment of Family’s voting power and economic interestsï,§ Family’s Board designation rightsï,§ Special Committee process & recommendation Stated Rationale ï,§ Improvement of liquidity and increased trading efficiencies for ï,§ Increased attractiveness to institutional investors Reclassificationï,§ Improved governanceï,§ Approval of both classes obtainedï,§ Elimination of investor confusionï,§ Increased strategic flexibilityï,§ Opinion of fairness from Lazard 6 Source: Company filings.


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2 Corporate Governance Considerations – Confidential Draft – Gemini Governance Profile Vs. S&P 500 ï,§ Gemini’s dual-class structure is an outlier relative to other S&P 500 companies (~8% have unequal voting share classes) – Majority of other corporate governance provisions generally in-line with the S&P500, except for a few, including majority vote standard to elect directors, action by written consent, no ability for shareholders to call special meetings and proxy access Board Details Voting Details Other Provision Details Y/N S&P(1) Y/N S&P(1) Y/N S&P(1) Classified Cumulative Blank check preferred 13% 3% 95% Board voting stock Directors removed only Unanimous written Board can amend bylaws 25% 27% 99% for cause consent without S/H approval Supermajority vote to Supermajority for Fair price 14% 18% 11% remove directors mergers provision Board fills all vacant Supermajority to amend Poison pill in 80% 36% 1% seats all charter provisions force Lead Independent Supermajority to amend Ownership 57% 23% 11% Director all bylaw provisions limit Separate Chair / CEO Advance notice for Exclusive 57% 99% 50% positions proposals / nominations forum Average director Action by written Unequal voting 60 63 32% 8% age consent share classes Majority vote standard Shareholders can call 90% 67% to elect special meetings Policy In-Line With S&P 500 Average director 12 9 Proxy access 83% tenure Policy Not In-Line With S&P 500 Source: Company filings and FactSet. 7 (1) Represents percentage of S&P 500 companies with provision.


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2 Corporate Governance Considerations – Confidential Draft – ISS Perspectives On Gemini Governance / Areas Of Concern ï,§ ISS publishes an annual corporate governance “quick score” which provides a relative ranking of Gemini’s governance provisions vs. the other S&P 500 companies – Gemini’s score of 10 out of 10 represents the highest risk relative to other companies in the index, with dual-class / unequal voting share structure a large driver of score Governance 10 ISS Key Areas of Focus Dual-class structure / unequal voting rights given concentration of shareholder control Lower Risk Higher Risk Concerns around James Locke III’s independence as a Director and roles on Board Committees given senior role at Nixon Peabody, which also Board Structure 10 serves as the Company’s outside counsel Compensation Company does not have anti-pledging policy in place 2 – Pledged positions may be forced to sell Company stock, which can Shareholder Rights 10 negatively impact the Company’s stock price / control dynamics – Sands family has pledged more than $450mm of Class A shares and Audit and Risk Oversight 9 more than $2.5bn of Class B shares (~2% of Class A shares and ~50% of Class B shares) 8 Source: ISS.


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2 Corporate Governance Considerations – Confidential Draft – Potential Governance Provisions To Consider In Conjunction With A Reclass In addition to the removal of unequal voting share classes, Gemini may seek to change selected provisions to bring more in-line with other S&P 500 companies or to address key ISS concerns Current Gemini Provision Rationale For A Change Observation Equal voting rights between all shareholders Fixed by the Unequal voting structure simplifies governance structure and creates parity proposed Reclass between shareholders—“one share, one vote” No majority vote standard to elect directorsï,§ Director resigns if they don’t receive required 90% of S&P 500 majority of votes has policy in place Increases flexibility for shareholders to propose 67% of S&P 500 Shareholders not able to call special meetings changes to policy allows Allows large shareholders / group of shareholders 83% of S&P has No proxy access to nominate director candidates for inclusion in policy in place proxy materials ï,§ Risk introduced by potential for collateral calls and forced sales ISS flags as a key No anti-pledging provisions concern Increased oversight into share ownership In addition to governance provisions that would require a shareholder vote, Gemini may consider a rotation of committee roles / lead director and ongoing board refreshment 9 Source: FactSet and ISS.


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3 Market Benchmarks And Considerations – Confidential Draft – Observations On Market Implied Exchange Ratio / Premium Based on Gemini stock trading dynamics post-announcement of the reclassification proposal on April 4, it appears that investors may be expecting a premium to be paid to Class B holders of between ~14%—21% Implied Exchange – Implied Exchange – Implied Exchange –1-Day Reaction 1-Day Reaction vs. Peers 1-Day Reaction vs. S&P Class A Price Prior to Announce $233.71 Class A Price Prior to Announce $233.71 Class A Price Prior to Announce $233.71 Class A Closing Price Post-Announce 229.71 Adj. Class A Closing Price Post-Annc. 228.71 Adj. Class A Closing Price Post-Annc. 227.82 Adj. Performance(2) Adj. Performance(3) % Gemini Change (1.7%) % Gemini Change (1.7%) % Gemini Change (1.7%) (2.1%) (2.5%) % Peer Change 0.4% % S&P 500 Change 0.8% Class A Diluted Shares (mm)(1) 169.2 Class A Diluted Shares (mm)(1) 169.2 Class A Diluted Shares (mm)(1) 169.2 Class A Mkt Cap Prior to Announce $39,534 Class A Mkt Cap Prior to Announce $39,534 Class A Mkt Cap Prior to Announce $39,534 Class A Mkt Cap Post-Announce 38,858 Adj. Class A Mkt Cap Post-Announce 38,689 Adj. Class A Mkt Cap Post-Announce 38,538 Class A Decline in Mkt Cap (677) Class A Decline in Mkt Cap (845) Class A Decline in Mkt Cap (997) Current Class B Shares (mm) 23.2 Current Class B Shares 23.2 Current Class B Shares 23.2 Implied Class B Premium / Share $29.15 Implied Class B Premium / Share $36.42 Implied Class B Premium / Share $42.94 Class A Price Prior to Announce 233.71 Class A Price Prior to Announce 233.71 Class A Price Prior to Announce 233.71 Implied Class B Price Incl. Prem $262.86 Implied Class B Price Incl. Prem $270.13 Implied Class B Price Incl. Prem $276.65 Implied Exchange Ratio 1.14x Implied Exchange Ratio 1.18x Implied Exchange Ratio 1.21x Source: Company filings and FactSet. Note: U.S. Dollars in millions, except per share amounts. (1) Class A common shares plus Class 1 shares plus dilution. (2) Represents difference between Gemini 1-day reaction of (1.7%) and peer performance of +0.4%. 10 Peers include selected large cap beer, wine and spirits companies. (3) Represents difference between Gemini 1-day reaction of (1.7%) and S&P performance of +0.8%.


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3 Market Benchmarks And Considerations – Confidential Draft – Review Of Class A And Class B Trading Following Announcement Generally difficult to draw conclusions from Class A and B current trading dynamics post-announcement on April 4, given market volatility, earnings results on April 7 and very low liquidity / trading volumes of Class B shares Trading Performance And Implied Premium Since Announcement $300 1.25x Class B 1.19x 1.19x $281.25 1.20x $280 1.15x 1.13x 1.13x 1.13x 1.13x 1.15x $260 1.11x Class A 1.10x $240 $233.71 Class A $248.63 1.05x $220 1.00x 1.00x $200 0.95x 4/1/22 4/4/22 4/5/22 4/6/22 4/7/22 4/8/22 4/11/22 4/12/22 4/13/22 Initial 35% Proposal Implied Class A Dilution / Premium to Class B (1) ($bn) $1.7 $0.0 $0.9 $0.9 $0.6 $0.7 $0.5 65% $0.6 $0.7 Prior Class B S/H Ownership 15.6% 12.1% 14.0% 14.1% 13.4% 13.7% 13.2% 13% 13% 13% Class B Daily Trading Volume (# of shares) 1,424 1,761 1,305 220 736 452 704 134 1,017 Class A Price Class B Price Implied Exchange Ratio Source: Company filings and FactSet. 11 Note: Assumes an all-stock exchange / reclassification. (1) Calculated as incremental shares issued to current Class B S/H * pro forma share price.    


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3 Market Benchmarks And Considerations – Confidential Draft – Increased Dividend Potential Source Of Incremental Value A reclassification may result in Class B shareholders / the Sands family receiving a higher dividend Class B Dividend Received @ Class B Dividend Received @ No Reclassification Premium 35% Reclassification Premium Commentary ï,§ Class A shareholders are entitled to Annual Class B Dividend(1) $2.88 Annual Class B Dividend(1) $2.88 cash dividends at least 10% greater Class B Shares 23.2 Class B Shares 23.2 than the Class B and Class 1 shares when cash dividends are declared on Class B Dividend Received $67 Class B Dividend Received $67 Class B and 1 shares (2) $3.20 (2) $3.20ï,§ Class B shareholders may receive a Annual Class A Dividend Annual Class A Dividend cash dividend, although not entitled to Class B Shares @ 0% Premium 23.2 Class B Shares @ 0% Premium 23.2 ï,§ A 35% premium may increase the total Implied Class B Div. Post Reclass $74 Implied Class B Div. Post Reclass $74 dividend received by Class B shareholders by $33mm Annual Class A Dividend(2) $3.20 – $7mm from higher DPS, in-line with Add’l B Shares @ 35% Premium 8.1 current Class A Additional Dividend to Class B $26 – $26mm from incremental Class A shares received Incremental Annual Dividend $7 Incremental Annual Dividend $33 Source: Company filings and FactSet. Note: Dollars in millions, except per share amounts. 12 (1) Represents annualized Class B dividend of $0.72. (2) Represents annualized Class A dividend of $0.80.


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3 Market Benchmarks And Considerations – Confidential Draft – Summary Of Analyst / Investor Reaction To Announcement A review of commentary from 9 analysts indicates all see rationale for a reclassification, but some stated concerns around premium; investors feedback summarized and provided also stated concerns regarding the proposed premium Analyst Key Rationale Key Concerns ï,§ Better corporate governanceï,§ No material concerns stated ï,§ More control with public shareholdersï,§ No material concerns statedï,§ More shareholder-friendly approach to capital allocation More ï,§ Improves governance; shifts control from family to S/Hï,§ No material concerns stated Favorableï,§ Alleviates capital allocation concernsï,§ Reinforces confidence in CEO Bill Newlandsï,§ No material concerns stated ï,§ Removes key overhang; more comfort in capital allocationï,§ No material concerns statedï,§ Attract additional investor interest ï,§ Alleviates capital allocation concerns / drag on stockï,§ Shareholder willingness to pay 35% premiumï,§ More shareholder control; potential valuation upliftï,§ Share dilutionï,§ Shareholders gain more controlï,§ Valid debate around “cost” Some ï,§ More comfort in capital allocation; improved governance Concernsï,§ Improved corporate governance; enhances strategic flexibilityï,§ Shareholder willingness to pay 35% premiumï,§ Improved capital allocation; removal of overhangï,§ Better corporate governance; enhances strategic flexibilityï,§ Shareholder willingness to pay 35% premiumï,§ Improved capital allocation; removal of overhang Investor Key Concerns Steve Zyman, ï,§ 35% premium extracts too much value; may be difficult to partner with [Sands] in future Capital Worldï,§ Sands already benefit without premium; maybe a 5-10% premium makes sense for voting control Mike Nicholas, ï,§ Shouldn’t be paying 3-4% of Company’s value to get rid of super voting Significant Harris Associates Concerns Ben Shuleva, ï,§ Shouldn’t have to pay so much to get good governance Fidelityï,§ Sands family will benefit even without premium Tom Coleman, ï,§ Sands brothers should leave Board and family should have only one vote Kensicoï,§ Refresh members of Board 13 Source: Gemini and Wall Street research.


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3 Market Benchmarks And Considerations – Confidential Draft – Analysis Of Various Exchange Premiums Class A Share Dilution At Various Exchange Premiums Exchange Premium – 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% Exchange Ratio 1.00x 1.05x 1.10x 1.15x 1.20x 1.25x 1.30x 1.35x New Shares Issued to B 23.2 24.4 25.5 26.7 27.9 29.0 30.2 31.3 Existing Class A Shares(1) 169.2 169.2 169.2 169.2 169.2 169.2 169.2 169.2 PF Diluted Shares Outstanding 192.4 193.5 194.7 195.8 197.0 198.2 199.3 200.5 Implied Market Cap ($bn)(2) $47.8 $47.8 $47.8 $47.8 $47.8 $47.8 $47.8 $47.8 Prior Class A—Market Cap ($bn) 42.1 41.8 41.6 41.3 41.1 40.8 40.6 40.4 Prior Class B—Market Cap ($bn) 5.8 6.0 6.3 6.5 6.8 7.0 7.2 7.5 Implied PF Share Price $248.63 $247.14 $245.67 $244.21 $242.77 $241.35 $239.95 $238.56 Dilution to Existing Class A S/H — (0.6%) (1.2%) (1.8%) (2.4%) (2.9%) (3.5%) (4.1%) Implied Market Cap Reduction to Class A(3 — ($252) ($501) ($748) ($991) ($1,231) ($1,469) ($1,704) / Premium Paid to Class B Day 1 post-announce Class A decline of (1.7%) Initial proposal Source: Company filings and FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Includes Class 1 shares and diluted shares from options, RSUs and PSUs. Assumes Class 1 shares convert at no premium to new Class A shares. (2) Implied share prices assume equity value does not change after reclassification. Equity value calculated using Class B shares and price, and all 14 other shares (e.g. Class A, Class 1 and shares from dilution) with Class A price. (3) Represents Class A market cap in each scenario less the market cap in the 1.00x exchange ratio scenario.


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– Confidential Draft – 4 Response Considerations Preliminary & subject to refinement Estimated Selected Sands Family Additional Value Considerations Sands Family Sands Family “Haves” “Entitled To’s” Sands Family “Asks” ~$66mm ~$73mm ~$98mm Class B Dividends (Based on ownership of (Assumes 10% increase in dividends from (Includes dividends on additional shares 22.8mm Class B shares) conversion of 22.8mm Class B shares to Class from 1.35x exchange ratio and incremental A shares; Sands can convert at any time) 10% dividend on converted B shares) ~$19mm $0mm (Average annual compensation ? Compensation (Employment agreements separate of ~$9mm and ~$8mm over & Benefits from Class B Holdings) last 3 years for Rob and Richard Sands, respectively; ~$1.5mm annual corporate aircraft usage) ~$57mm $0mm Retirement ? Benefits (Based on 3x base salary + (Employment agreements separate bonus and 3 years of corporate from Class B Holdings) aircraft usage) 15 Source: Company filings.    


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4 Response Considerations – Confidential Draft – Illustrative Spectrum Of Potential Responses Spectrum of Potential Responses To Sands Proposal (Verbal Or Written) Seek to clarify position on Respond on level of premium Decline Proposal other key items ahead of and make proposal on response on premium other key items Sands proposal requires compliance with MFW standard which should be reiterated in any response Appropriate premium to be paid, if any, to be informed by precedents, as well as other factors, including: Board Consideration Compensation & Dividend Other governance Ongoing roles representation mix benefits considerations changes Response to be informed by both quantitative and qualitative factors 16


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4 Response Considerations – Confidential Draft – For Discussion Purposes Illustrative Range Of Potential Outcomes Less Accommodative Reclassification Premium 0% 15% 30%+ Right To Nominate Directors # of Directors 02 1 # of Years 132 Maintain Sands Family Ongoing Roles None Reduced roles existing roles Sands Compensation & Reduced annual Status quo Benefits compensation and benefits Change In Lead Independent Significant No Director / changes changes Key Committee Roles Commitment to Majority Vote Standard Yes No adopt Other Potential Negotiating Levers Premium Calculation of Committee Special Meeting Consideration Proxy Access Premium Leadership Rights Mix 17


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Appendix    


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– Confidential Draft – Summary Of Gemini Share Classes Class A Class B Class 1 164.3mm 23.2mm 2.2mm Shares (Sands hold 7.1mm shares / 4.3% of (Sands hold 22.8mm shares / 98.2% (Sands hold 2.2mm shares / 98.3% Outstanding (1) Class A outstanding shares) of Class B outstanding shares) of Class 1 outstanding shares ) Voting Rights 110    Economic / (2) 86.6% / 41.5% 12.2% / 58.5% 1.2% /    Voting    Entitled to elect 25% of the    Each share of Class B is    Options represent majority of Board of Directors, voting as a convertible into one fully paid Class 1 shares separate class share of Class A at any time    Convertible into Class A by holder common shares on a 1:1 basis – Holders of Class A and at any time the option holder Class B, voting as one class,    May receive cash dividends chooses, provided the holder are entitled to elect the Context immediately sells the Class A remaining Directors shares Entitled to cash dividends equal    May receive cash dividends to at least 10% greater than the Class B and Class 1 shares when cash dividends declared on Class B and Class I Source: Company filings. (1) Excludes significant proportion of Class 1 shares held in exercisable stock options. 19 (2) Calculated with basic shares outstanding as of December 31, 2021. Economic interests calculated as number of shares per class divided by total basic shares outstanding in Class A, Class B and Class 1 combined.

Exhibit (c)(17)

 

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— CONFIDENTIAL DRAFT — Confidential Discussion Materials For The Special Committee April 8, 2022    


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— CONFIDENTIAL DRAFT — Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Gemini’s management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.


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— CONFIDENTIAL DRAFT — Situation Overview On April 4, Constellation announced that it has received a letter from the Sands family proposing a declassification transaction whereby each share of Class B stock would be converted into 1.35 shares of Class A stock – The Sands family has committed to MFW framework – Constellation also announced it has established a Special Committee to evaluate the proposal ï,§ The Sands letter indicates that a declassification would result in decreased Sands voting control from ~59.5% to ~19.7%, a structure that is better aligned with “one vote per share” governance and increased market demand for the stock – Letter also indicates that the Sands family would be pleased to maintain its ability to control the Company through its holdings of Class A and Class B shares, if the Board or shareholders preferred ï,§ The Sands letter does not address certain items which are important for the Committee in the evaluation of the proposal: – Ongoing roles / titles for the Sands – Ongoing Board representation – Proposed timing for response and transaction process – Potential for any premium paid, if any, to be in cash vs. stock ï,§ Other considerations include: – Potential timing / scenarios for negotiation, recommendation to the Board, solicitation and voting – Situation as a catalyst for activism / contested solicitation – Resulting pro forma governance and implications ï,§ At next week’s meeting, Centerview to review relevant precedents with the Special Committee and determine initial response approach 2


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— CONFIDENTIAL DRAFT — Illustrative Process Timeline Timeline assumes any proposals the Board determines to put to shareholders are incorporated into regular way annual meeting timeline vs. special meeting Today Record Date Annual Meeting April 8 Mid-July Special Committee Preliminary Proxy / Definitive Proxy Counter Recommendation Registration / Registration Meetings with Key Proposal ~Mid-April to Board Statement Statement Shareholders / Proxy May May June Advisors Potential to extend If Board Approves timeline, pending Resolution Potential additional discussions Prepare for Solicitation Solicitation Period (30-45 days) negotiations with counsel Meetings with Shareholders and Proxy Advisors Phase I Phase II Negotiate and make Next Steps Shareholder Solicitation recommendation to Board    Counter proposal and negotiation    Board presentation and recommendation Prepare solicitation materials and shareholder engagement plan (hire proxy solicitor and PR firm) Draft and file preliminary proxy / registration statement File proxy / registration statement, set record & meeting date (meeting date must be at least 20 days after record date; consider targeting 30-45 days for cushion) Key Next Steps    Shareholder / proxy advisors (ISS and Glass Lewis)    1 Focus on premium relative to precedent and situation specific facts meetings with key directors (if necessary)    Be prepared for possibility of contested solicitation 2 Evaluate other potential elements of a proposal to enhance outcome for minority shareholders 3


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— CONFIDENTIAL DRAFT — Selected Deal Points And Key Questions For Consideration ï,§ Sands proposal of 1.35x conversion implies 35% premium paid to Class B. What specific precedents are they referencing? Premium Paid ï,§ Appropriate premium may be informed by combination of other factors (e.g., ongoing roles, Board representation, governance enhancements) ï,§ Class B shares entitled to vote on 9 of 13 director seats, effectively giving Class B shareholders Board power to elect majority of directors; Rob and Richard Sands currently sit on Board Representation ï,§ Will the Sands remain on the Board, and with what ongoing commitments to be renominated? ï,§ Will the Sands maintain their titles as Executive Chair and Executive Vice Chair? Executive Roles ï,§ Same level of day-to-day influence? Compensation? Other Rights / ï,§ Will the Sands demand registration rights for the newly converted Class A shares? Obligationsï,§ Many precedents include a standstill agreement, which have ownership caps among other provisions Consideration ï,§ Would the Sands accept a premium paid in cash? Current proposal implies all-stock Mixï,§ How does the Proposal fit into the Company’s capital allocation strategy? ï,§ Class A holders entitled to receive dividends at least 10% greater than dividends paid to Class B Dividends ï,§ Key dividend considerations in a declassification? Other ï,§ Are there other shareholder friendly governance changes that could be packaged together to help Governance create support for any premium paid? Changes 4


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— CONFIDENTIAL DRAFT — Illustrative Spectrum Of Potential Responses Spectrum of Potential Responses To Sands Proposal (Verbal Or Written) Seek to clarify position on Respond on level of premium Decline Proposal other key items ahead of and make proposal on response on premium other key items Sands proposal requires compliance with MFW standard which should be reiterated in any response Appropriate premium to be paid, if any, to be informed by precedents, as well as other factors, including: Board Standstill Other Governance Ongoing Role Consideration Mix Representation Agreement Changes Objective of next Special Committee meeting will be to discuss a specific counter proposal based on Committee feedback 5    


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— CONFIDENTIAL DRAFT — Frequently Cited Rationale For Declassification In Precedent Situations Rationale Situation Applicability Shareholder Friendly / “One Share One Vote” Relevant Precedents Expand Potential Investor Base Part Of Succession Planning ? Other Governance Improvements ? “Feedback” From Shareholders ? Improved Liquidity    


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— CONFIDENTIAL DRAFT — Summary Of Constellation Share Classes Class A Class B Class 1 164.3mm 23.2mm 2.2mm Shares (Saturn holds 7.1mm shares / 4.3% (Saturn holds 22.8mm shares / (Saturn holds 2.2mm shares / 98.3% Outstanding (1) of Class A outstanding shares) 98.2% of Class B outstanding shares) of Class 1 outstanding shares ) Voting Rights 110    Economic / (2) 86.6% / 41.5% 12.2% / 58.5% 1.2% /    Voting    Entitled to elect 25% of the    Each share of Class B is    Options represent majority of Board of Directors, voting as a convertible into one fully paid Class 1 shares separate class share of Class A at any time    Convertible into Class A by holder common shares on a 1:1 basis – Holders of Class A and at any time the option holder Class B, voting as one class,    May receive cash dividends chooses, provided the holder are entitled to elect the Context immediately sells the Class A remaining Directors shares Entitled to cash dividends equal    May receive cash dividends to at least 10% greater than the Class B and Class 1 shares when cash dividends declared on Class B and Class I Source: Company filings. (1) Excludes significant proportion of Class 1 shares held in exercisable stock options. 7 (2) Calculated with basic shares outstanding as of December 31, 2021. Economic interests calculated as number of shares per class divided by total basic shares outstanding in Class A, Class B and Class 1 combined.


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— CONFIDENTIAL DRAFT — Overview Of Class B And Sands Family Rights Class B Shareholders Sands Family    Class B shares entitled to vote with Class A as a    Rob and Richard Sands currently serve on the Board single class on 3/4 of directors (9 of 13 directors Board of Directors Representation in 2021) to be elected, effectively giving Sands    No incremental power to elect Board members family power to elect majority of directors    In the event that cash dividends are paid to Class    Not entitled to receive any dividends outside of B shareholders, Class A shareholders are those they are entitled to receive through their Dividends entitled to receive a dividend that is at least 10% ownership of Class A, B and 1 shares greater than the dividend paid to Class B    Class B shareholders hold ~12.2% of total    Sands family, through ownership of Class A, B Economic / economic ownership and 1 shares have approximately 16.9% of Voting Class B shareholders are entitled to 10 votes per economic and control approximately 59.5% of share, implying ~58.5% voting ownership voting power Sands family stake approximately $7.5bn    Market cap of Class B shares approximately $5.4bn ($5.3bn of Class B) Value of Stake Avg. annual pay of $9.4mm and $7.7mm over last 3 years for Rob and Richard Sands, respectively    Class B shareholders not entitled to any role at    Rob Sands serves as Executive Chairman Corporate Role the Company    Richard Sands serves as Executive Vice Chairman    10 votes per share 10 votes per share on Class B share holdings and Special Rights No additional / special rights for Class B 1 vote per share on Class A share holdings shareholders Source: Company filings and FactSet. 8 Note: Market cap as of unaffected date prior to 13-D/A filed on April 4, 2022.


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— CONFIDENTIAL DRAFT — Summary Of Selected Prior Share Reclassification Situations Evaluated 26 prior reclassification situations since 2001 (companies over $500mm market cap at time of announcement)ï,§ In the 8 family / founder situations, all but 2 included a premium paid to the familyï,§ Only 1 of the 18 situations without a family / founder controller had a premium paid (in CTE 50.2% of the high vote stock was owned by a single holder L3; 29% of total vote) High Vote Class Ownership Dynamics Announced Exchange Premium Chart reflects max, min and median of selected n=26 prior reclassification situations (n=26) 57% Max No Family / Founder Controlling Shareholder 31% (e.g., Chipotle) Median 21% 69% 9% Family / Founder Controlling Shareholder (e.g., National Research) Min 0% 0% Family / Founder No Family / Founder Controlling Shareholder Controlling Shareholder 9 Source: Company filings and FactSet.


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— CONFIDENTIAL DRAFT — Selected Prior Share Reclassification Situations Detail Total High Vote HV / LV Consideration Ann. Prem. Date Equity Val. Votes Economic Voting Exchange Mix Exchange % of First Company Ann. @ Ann. (H / L) (Pre / Post) (Pre / Post) Ratio (Cash / Stock) Prem.(1) Mkt Cap Offer Situation Commentary / Rationale National Research 09/17 $1.0 1 / 0.01 14% / 14% 94% / 14% 1.00x 36% / 64% 57% 8% Co. n.a. Offer @High 1% premium vote shares to trading; traded at Low 56% vote premium; dividend    1/6th Forest City 12/16 $5.5 10 / 1 7% / 9% 44% / 9% 1.31x — / 100% 31% 3% Co. Activist Activist hurdlesituation for minority with shareholders rumored M&A; to Family receive had premium control,    Hubbell 08/15 $5.7 20 / 1 12% / 12% 74% / 12% 1.00x 22% / 78% 28% 3% Co. n.a. Trustee sought share sale, Company offered premium; Standstill agreement with Trustee Reader’s Digest 04/02 $2.3 1 / — 12% / 15% 100% / 15% 1.22x — / 100% 22% 3% S/H n.a. FamilySent controller first proposal Trust desired ~30% premium diversification;    Founder Shareholder Sotheby’s(2) 09/05 $1.0 10 / 1 22% / 12% 62% / 12% 0.51x 58% / 42% 19% 13% Co. n.a. Taubman family controller desired premium /    Robert Mondavi 08/04 $0.6 10 / 1 36% / 40% 85% / 40% 1.17x — / 100% 17% 7% Co. Merger Deal maintained announced 1.165x ratio Alberto-Culver 10/03 $3.6 1 / 0 55% / 55% 92% / 55% 1.00x — / 100% -—- n.a. n.a. Liquidity; Investor confusion; Governance Family Aaron’s Inc. 09/10 $1.4 1 / — 14% / 14% 100% / 14% 1.00x — / 100% -—- Co. n.a. Liquidity; Align vote/econ; Attract investors Minimum 7% / 9% 44% / 9% 0.51x -—-Controlling Median 14% / 14% 89% / 14% 1.00x 21% 3% Maximum 55% / 55% 100% / 55% 1.31x 57% 13% CTE 04/03 $0.9 15 / 1 9% / 9% 58% / 9% 1.09x — / 100% 9% 1% n.a. n.a. Single holder, L3, has 50.2% of high vote and 29% of total vote VMware 10/21 $67.8 10 / 1 73% / 73% 96% / 73% 1.00x — / 100% -—- n.a. Spin Spin-related distribution SAP 02/01 $48.8 1 / — 58% / 58% 100% / 58% 1.00x — / 100% -—- n.a. n.a. Transparent cap structure; Greater flexibility; Governance Time Warner Cable 05/08 $30.5 10 / 1 8% / 8% 45% / 8% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Conoco 07/01 $17.3 5 / 1 70% / 70% 92% / 70% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Raytheon 02/01 $12.2 1 / 1 (3) 70% / 70% 70% / 70% 1.00x — / 100% -—- n.a. Spin Spin-related distribution GameStop 12/06 $4.2 10 / 1 39% / 39% 87% / 39% 1.00x — / 100% -—- n.a. Spin Simplify cap. structure; Liquidity; Governance Waddell Reed 12/00 $3.0 5 / 1 48% / 48% 82% / 48% 1.00x — / 100% -—- n.a. n.a. n.a. Chipotle 10/09 $2.6 10 / 1 52% / 52% 92% / 52% 1.00x — / 100% -—- n.a. Spin Eliminate discount; Liquidity; Attract investors Founder Agere Systems 12/04 $2.4 1 / 1 (3) 52% / 52% 52% / 52% 1.00x — / 100% -—- n.a. Spin Liquidity; Investor confusion; Governance / Shareholder (4) Eagle Materials 01/06 $2.3 1 / 1 48% / 48% 48% / 48% 1.00x — / 100% -—- n.a. Spin Simplify cap. structure; Liquidity; Investor confusion Freeport-McMoran 02/02 $2.1 1 / 1 (3) 61% / 61% 61% / 61% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Family SunPower 09/11 $1.1 8 / 1 42% / 42% 85% / 42% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Curtiss 02/05 $1.1 1 / 1 (3) 41% / 41% 41% / 41% 1.00x — / 100% -—- n.a. Spin Spin-related distribution No Gartner Inc. 02/05 $1.0 1 / 1 (3) 20% / 20% 20% / 20% 1.00x — / 100% -—- n.a. Spin Maintained vote/econ%; Lost director majority Controlling FECI 02/03 $0.9 1 / 1 (3) 54% / 54% 54% / 54% 1.00x — / 100% -—- n.a. Spin Spin-related distribution Mueller Water 10/09 $0.7 8 / 1 74% / 74% 96% / 74% 1.00x — / 100% -—- n.a. Spin Liquidity; Investor confusion; Governance Triarc Companies 04/08 $0.6 1 / 0.1 31% / 31% 82% / 31% 1.00x — / 100% -—- n.a. Merger Acquiror in competitive merger process Minimum 8% / 8% 20% / 8% 1.00x -—-Median 50% / 50% 76% / 50% 1.00x -—-Maximum 74% / 74% 100% / 74% 1.09x 9% 1% Source: Company filings and FactSet. Includes companies above $500mm equity value at announcement of reclassification. 10 (1) Defined as ((Exchange Ratio + Cash Consideration) / Low Vote Shares—1) on last trading day prior to announcement. (2) Only Taubman family Class B shares were exchanged at premium for cash and stock. Remaining Class B shares were automatically converted to Class A according to the Articles as outstanding Class B shares represented less than 50% of aggregate votes. (3) Class B entitled to elect 80% of Directors. Same voting power as Class A on all other matters. (4) Class B shares entitled to elect 85% of Directors. Same voting power on all other matters.


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— CONFIDENTIAL DRAFT — Constellation Class A & Class B Historical Share Prices And Returns Trading Performance Over Last 20 Years Trading Performance Over Last Month $300 4/4/22: $300 Annual Trading Performance Summary to Date (CAGR) Announces receipt of proposal to 20-Year 10-Year 5-Year 1-Year 6-Mo(1) 3-Mo(1) Class B declassify at 1.35 exchange ratio Class A +15.4% +27.4% +7.3% +3.2% +12.0% (1.5%) $280.00 Class A share price: (1.7%) Class B Class B +15.5% +27.4% +7.3% +2.8% +11.3% (2.0%) Class B share price: +16.4% $280.00 $250 Class A +31.9% B premium $242.50 to A of +15.5% $200 Class A $250 $242.50 +13.9% $150 Class A $212.98 Class B $212.28 $100 $200 $50 Class A $13.75 Class B $13.69 – $150 Apr-02 Apr-07 Apr-12 Apr-17 Apr-22 3/7/22 3/22/22 4/6/22 Class A Price Class B Price 11 Source: FactSet as of April 7, 2022. (1) 6-month and 3-month trading performance not annualized.    


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— CONFIDENTIAL DRAFT — Analysis Of Various Exchange Premiums Class A Share Dilution At Various Exchange Premiums Exchange Premium – 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% Exchange Ratio 1.00x 1.05x 1.10x 1.15x 1.20x 1.25x 1.30x 1.35x New Shares Issued to B 23.2 24.4 25.5 26.7 27.9 29.0 30.2 31.3 Existing Class A Shares(1) 169.0 169.0 169.0 169.0 169.0 169.0 169.0 169.0 PF Diluted Shares Outstanding 192.2 193.4 194.5 195.7 196.9 198.0 199.2 200.3 Implied Market Cap ($bn)(2) $44.9 $44.9 $44.9 $44.9 $44.9 $44.9 $44.9 $44.9 Prior Class A—Market Cap ($bn) 39.5 39.3 39.0 38.8 38.6 38.4 38.1 37.9 Prior Class B—Market Cap ($bn) 5.4 5.7 5.9 6.1 6.4 6.6 6.8 7.0 Implied PF Share Price $233.80 $232.40 $231.01 $229.64 $228.29 $226.95 $225.63 $224.32 Dilution to Existing Class A S/H 0.0% (0.6%) (1.2%) (1.7%) (2.3%) (2.9%) (3.5%) (4.0%) Prior Class A—S/H % Ownership 87.9% 87.4% 86.9% 86.4% 85.9% 85.3% 84.9% 84.4% Prior Class B—S/H % Ownership 12.1% 12.6% 13.1% 13.6% 14.1% 14.7% 15.1% 15.6% Source: Company filings and FactSet. Initial proposal Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. As of unaffected date (April 1, 2022) prior to Sands family 13D-A filing. (1) Includes Class 1 shares and diluted shares from options, RSUs and PSUs. Assumes Class 1 shares convert at no premium to new Class A shares. 12 (2) Implied share prices assume equity value does not change after reclassification. Equity value calculated using Class B shares and price, and all other shares (e.g. Class A, Class 1 and shares from dilution) with Class A price.    


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— CONFIDENTIAL DRAFT — Potential For Activism / Contested Solicitation Reasons Why Might Be Contested Reasons Why Will Not Be Contested ï,§ High premium may be viewed as meaningful ï,§ Removal of dual class structure widely value transfer perceived as shareholder friendly ï,§ Despite uniqueness of situation given family ï,§ Precedents exist for prior situations with control, there may be a resistance to set a significant premiums paid precedentï,§ With a well-executed solicitation, unlikely that ï,§ Recent increase in first-time activism / general minority shareholders in aggregate would acceptance of activism amongst institutional oppose collapse of dual class shareholdersï,§ Successful solicitation for a dissident would be ï,§ If proposal contains other provisions that are expensive, however potential to be completed not viewed as shareholder friendly for cheaper for publicity ï,§ Represents opportunity for credible activist to put a marker down

Exhibit (c)(18)

 

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Exhibit (c)(18) PROJECT BEACH Discussion Materials JUNE 29, 2022 STRICTLY PRIVATE & CONFIDENTIAL    


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STRICTLY PRIVATE & CONFIDENTIAL Overview of Economic Terms of Agreement Agreement Summary    The Special Committee of Constellation’s Board of Directors has agreed to an aggregate cash premium of $1.5bn for Class B shareholders – Equates to $64.64 per Class B share    At closing, each Class B share will be converted into (a) one share of Class A stock and (b) the right to receive $64.64 in cash    The Sands Family’s voting interest will be reduced from ~60% to less than 20% Pro Forma Voting Level (1) Pre-Reclassification Post-Reclassification Sands Voting    Stake Sands Voting Stake 60% 17% Other Shareholders 40% Other Shareholders 83% Source: FactSet, company filings 1. Sands Voting Stake based on 22.8mm Class B shares and 7.7mm Class A shares owned by the Sands Family as of 1/28/2022 per Family Cap Table; excludes ~2% of Class B shares not owned by the Sands 2 Family


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STRICTLY PRIVATE & CONFIDENTIAL    Current Agreement with Special Committee Is In Line With Precedent Reclassification Transactions    Premium as a % of Market Cap vs. Premium    8% National Research    Kaman(1)    7%    Robert Mondavi ap 6%    Continental Airlines    C    Market 5% Sotheby’s of ge Remington Oil and Gas a nt    4%    rc e (2)    Hubbell    P e a s Readers Digest a 3% mium Forest City re 2% (3)    P Stewart Information    1%    0%    0% 10% 20% 30% 40% 50% 60% 260% 70%    Premium Received by High Vote Shares    Source: FactSet, Capital IQ, company filings, internally provided information Note: Market data as of 6/24/2022    1. The Kaman reclassification transaction involved a premium of 259% and a premium as a percentage of market cap of 7.4%    2. The “control group” was fragmented with no single party or related group possessing majority voting control and high vote shareholders had only negative control over a limited number of company actions 3    3. Premium and premium as a percentage of market cap based on closing prices as of 6/24/2022


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STRICTLY PRIVATE & CONFIDENTIAL    Disclaimer    This document has been prepared by Greenhill & Co., LLC (“Greenhill”) exclusively for the benefit and internal use of the Wildstar Partners LLC and the Family Holders (the “Recipient”) solely for its use in evaluating the transaction described herein and may not be used for any other purpose or copied, distributed, reproduced, disclosed or otherwise made available to any other person without Greenhill’s prior written consent. This document may only be relied upon by the Recipient and no other person. Greenhill is acting solely for the Recipient in connection with any arrangements, services or transactions referred to in this document. Greenhill is not and will not be responsible to anyone other than the Recipient for providing the protections afforded to the clients of Greenhill or for providing advice in relation to the arrangements, services or transactions referred to in this document.    This document is delivered subject to the terms of the engagement letter entered into between the Recipient and Greenhill. This document is delivered as at the date specified on the cover; Greenhill does not have any obligation to provide any update to or correct any inaccuracies in the information in this document.    This document is private and confidential; by accepting this document, you are deemed to agree to treat it and its contents confidentially.    This document does not constitute an opinion, and is not intended to be and does not constitute a recommendation to the Recipient as to whether to approve or undertake or take any other action in respect of any transactions contemplated in this document. The commercial merits or suitability or expected profitability or benefit of such transactions should be independently determined by the Recipient based on its own assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the transaction, relying on such information and advice from the Recipient’s own professional advisors and such other experts as it deems relevant. Greenhill does not provide accounting, tax, legal or regulatory advice.    4                

Exhibit (c)(19)

 

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PROJECT BEACH    Sands Family Perspectives    JUNE 9, 2022    STRICTLY PRIVATE & CONFIDENTIAL


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STRICTLY PRIVATE & CONFIDENTIAL                Sands Family Perspectives on Reclassification                We believe there is significant value to the Company in a potential reclassification                – A move to a one-share, one-vote standard with best-in-class governance provisions aligns shareholders, introduces new investors previously unable to hold dual class shares, and may unlock additional value in the stock according to equity research analysts                In cases where a premium is requested as part of a reclassification, as it is here, there is a clear consistency of levels historically paid in similar situations, particularly where the controlling block is concentrated and closely held by a single party or related group                The premium levels proposed by the Sands Family are in line with such levels, and we believe would be strongly supported by shareholders                – Feedback on the concept of a reclassification has been nearly, if not completely, unanimous in favor                – With explanation of the rigorous process undertaken and clear market precedents, shareholders would support the outcome                – Historical voting support for even high premium precedents is 95%+ in favor                In addition to the simple reclassification of shares involved in most precedents, the Sands Family has indicated an openness to very meaningful governance related requests by the Special Committee, which would result in best-in-class governance following a potential reclassification                Investor commentary suggests that if the Company fails to offer shareholders an opportunity to vote on a reclassification, there will be significant disappointment                2    


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STRICTLY PRIVATE & CONFIDENTIAL                Data on Precedent Premia-Based Reclassifications                All concentrated control precedents with premiums agreed                Company Date % of Market Cap % Premium Financial Advisors Involved                National Research Sep-17 7.6% 57% Emory & Co.                Forest City Dec-16 2.2% 31% Lazard, Houlihan Lokey                Stewart Information Jan-16 1.5% 35% Goldman Sachs                Bear Stearns, BofA, Goldman Sotheby’s Sep-05 4.5% 19% Sachs Evercore, Houlihan Lokey, Kaman Jun-05 7.4% 259% Howard & Zukin                Robert Mondavi Aug-04 5.8% 17% Morgan Stanley, Evercore, Citi Reader’s Digest Oct-02 3.6% 30% Goldman Sachs, Evercore Continental Airlines Nov-00 5.4% 30% UBS Warburg, CSFB Remington Oil and Gas Aug-98 4.1% 27% Howard Weil, Smith Barney                Median 4.5% 30%                Hubbell was not a comparable full change of control transaction, but we include it on this page because it involves a major company, is more recent than most precedents and involved Centerview as an advisor                Hubbell Aug-15 3.5% 28% Centerview, Morgan Stanley                Source: FactSet, Capital IQ, company filings 3 Note: Table reflects precedent reclassification transactions involving a premium and in which a single party or related group possessed majority control


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STRICTLY PRIVATE & CONFIDENTIAL                 Centerview Precedents Also Support a High Premium                3 most recent change of control transactions show premiums above 30%, and each was approved by at least ~95% of low-vote shareholders                Hubbell, which did not involve a full change of control, had a 28% premium and was approved by ~92% of low-vote shareholders                Median premiums materially higher than shown if appropriate adjustments made, including:                 – i Greenhill and the Sands Family believe that none of the “no-premium” reclassifications are relevant to the analysis, but even if Aaron’s somehow is relevant, Alberto-Culver should be excluded as the board had the right, in its sole discretion, to convert the low-vote shares to high-vote shares at a one-for-one ratio – ii The premium paid in Reader’s Digest should be corrected to incorporate the $100mm repurchase which occurred as part of the reclassification transaction and which is not reflected in Centerview’s calculation                 Centerview Precedents – Prior Family / Founder / Premium Share Reclassification Situations                 Company Date % of Market Cap % Premium                 National Research Sep-17 8.3% 57% Forest City Dec-16 2.2% 31% Stewart Information Jan-16 1.5% 35% Hubbell Aug-15 3.4% 28% Aaron’s Inc Sep-10 0.0% 0% Sotheby’s Sep-05 4.3% 19%                 Robert Mondavi Aug-04 5.9% 17%                 Alberto-Culver (1) Oct-03 0.0% 0%                 CTE Apr-03 0.8% 9%                (2) (2)                Reader’s Digest Oct-02 2.7% 22%                 Median 2.5% 21%                 Corrected Median 3.4% 28%                 Source: Centerview, company filings, company press releases                1. Alberto-Culver’s pre-reclassification charter gave the board unfettered ability to convert all low-vote shares into high-vote shares on 1:1 basis                2. Centerview-calculated premium of 22% includes only the 1.22 exchange ratio and omits the $100mm repurchase from the two controlling funds which occurred as part of the reclassification; Reader’s Digest proxy statement indicates the relevant special committee considered “the implied per share premium represented by the $21.75 per share cash purchase price under the terms of the revised recapitalization agreement” to be 43%; 30% is used in the “Median as Corrected” line as the weighted average premium of 1.22 exchange ratio and repurchase of 4.6mm Class B shares for $100mm that occurred in 4 connection with the reclassification                


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STRICTLY PRIVATE & CONFIDENTIAL                Clear Relationship Between Key Metrics                Percent premia and percent of market cap suggest that the Sands Family proposal is in line with precedents                Legend                GHL and CVP Include Only CVP Includes Only GHL Includes                Premium as a % of Market Cap vs. Premium                8% National Research                (1)                Kaman                 7%                Robert Mondavi a p 6% Continental Airlines                C                Market 5% Sotheby’s                of Sands                Remington Oil and Gas                a ge Proposal e nt                4% Median rc Methodology Pe Premium a Special                Hubbell Readers Digest (2) Transactions in Both Lists 31% as Committee                3%                Proposal Forest City                remium GHL List 30% P 2% Transactions in Either List 28%                Stewart Information                CVP As-Corrected List 28%                CTE                1%                 CVP As-Provided List 21%                Aaron’s                (3)                 0% Alberto-Culver                0% 10% 20% 30% 40% 50% 60% 260% 70%                Premium Received by High Vote Shares                Source: FactSet, Capital IQ, company filings Note: Market data as of 6/7/2022                1. The Kaman reclassification transaction involved a premium of 259% and a premium as a percentage of market cap of 7.4%                2. Reflects weighted average premium of 30% paid to Class B shareholders; includes 1.22 exchange ratio and repurchase of 4.6mm Class B shares for $100mm that occurred in connection with the reclassification; Centerview list reflects 22% premium for Reader’s Digest, which includes only the exchange ratio; 30% is used in calculations of all figures unless otherwise specified 5                3. No-premium transaction, however, board had unfettered ability to convert the low-vote shares into high-vote shares on a 1:1 basis                


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STRICTLY PRIVATE & CONFIDENTIAL Committee’s Arguments for Materially Lower Premium have been Unpersuasive Arguments Made Response The three most recent precedents (from 2015 onward) involving concentrated stakes have higher premium Recent transactions / trends indicate bias levels relative to longer-dated precedents (31%—57%) to lower premia levels The value of one-vote-per-share and best in class governance has only increased since the last precedent in September 2017 Nominal scale of the premium paid is The three largest market cap companies among relevant precedents have premiums equal to or above the median relevant to a determination The scale of the premium correlates to the scale of the Company Forest City and Stewart are skewed by the high vote holders’ low initial economic ownership (7.2% and Two relevant precedents, Forest City and 4.5%, respectively) Stewart, have lower metrics of premium Adjusted for the Class B position today (12.3% ownership), the corresponding premiums to market cap as a percentage of market cap would be 3.8% for Forest City and 4.2% for Stewart, in line with the Sands Family proposal Premiums in company sales are paid to all shareholders, while the ~4.0% of market cap levels in relevant reclassification precedents were paid to smaller groups There is a history of some shareholders receiving outsized consideration for control shares in sale transactions, reflecting the value of their control portions Change of control acquisition premiums are relevant to reclassifications, and are Post-reclassification, all shareholders are eligible to share proportionally in any future M&A transactions smaller in larger companies on average In an M&A transaction, acquirer pays 100% of the premium and therefore will be more sensitive to the absolute amount of the premium, while a reclassification premium is paid by the public shareholders who will just be focused on their pro rata share of the premium (i.e., percentage of market cap) rather than aggregate size, which is larger as an absolute amount in larger companies simply because there are more shareholders paying the same pro rata percentage 6


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STRICTLY PRIVATE & CONFIDENTIAL Perspectives on Initial Investor Community Feedback 1 Initial feedback from equity analysts and shareholders indicates broad support for a reclassification Most analysts did not comment on the Sands Family initial proposal of a 35% premium, but two were clearly supportive    2 even at that premium level, and two saw the benefits of the proposed transaction but suggested a lower premium Shareholder feedback shared with the Sands Family was from a minority of holders (~10%), and while understandable 3 that they would push for lower premium levels, few if any appeared to be relying on full data concerning the terms upon which comparable reclassifications generally occur We believe that when the investor community is fully informed in a proxy statement of the nature of reclassifications, 4 particularly in circumstances similar to this situation, they will believe the terms proposed are appropriate and supportable in light of the benefits that would accrue from the transaction    Shareholders have consistently voted in favor of reclassifications by very wide margins, with no discernable difference    5 in approval rates based on premium paid to control shareholders 7                


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STRICTLY PRIVATE & CONFIDENTIAL    Family Reaction to Declassification Governance Proposal    Sands family stake subject to 3 year lock-up    Customary registration rights (with transfer restrictions during lock-up period)    Monetization / Permitted exemption for up to 25% of remaining stake during lock-up period, during which    Lock-up – Sales, including block trades, underwritten offerings, and daily open market trading, limited to 3% of market capitalization in any 6 month period, of which up to 1% can be open market trades with daily trades limited to 15% of past 20 day average daily trading volume (ADTV)    – Permitted to sell in excess of 6 month and ADTV restrictions in Company-led broadly marketed transactions    Board to adopt anti-pledging policy covering shares beneficially owned by directors    – Exception for Sands family:    Pledging For the first 5 years, pledging limit equal to the higher of (x) number of shares having dollar value of shares currently pledged as of signing or (y) number of shares currently pledged as of signing;    After 5 years, capped at higher of (x) number of shares having dollar value of $3bn or (y) number of shares pledged as of the later of (i) the time of the most recent pledging transaction and (ii) the 5 year anniversary, which in either case had a value not in excess of $3bn(1)    Restrictions on increasing stake, making proposals, no public criticism(2) for 5 years    Standstill – Sands family representatives to leave Board if family wishes to engage in any such activities (including opposing M&A) after the 5 year period    Nomination rights    Nomination Rights – For the first 5 years, 2 Board members if >10% stake; 1 Board member if > 5% stake    – After 5 years, 1 Board member if >5% stake    Board Roles Rob as non-executive Chairman and Richard as non-executive Board Director    Compensation &    Compensation in-line with customary non-executive Chairman and non-executive Board Director    Benefits    Rotation of Lead Independent Director position at next available normal cycle opportunity    Governance    Majority vote standard    1. Family does not think it is practical to “depledge” whenever value of pledged shares increases, but needs the ability to add to pledged shares in order to avoid forced sales of pledged shares if the stock value falls (as such forced sales would not be in the interests of the family or the company) 8    2. Restrictions on public criticism to be reciprocal


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STRICTLY PRIVATE & CONFIDENTIAL    Table of Contents    APPENDIX    9


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APPENDIX STRICTLY PRIVATE & CONFIDENTIAL    Summary of Equity Research Commentary on Reclassification    Analysts are unanimously in favor of a reclassification, and many mention valuation benefits even at the premium level of the original proposal    Comments on Proposed 35% Exchange Ratio Neutral / Positive on                Broker No Positive Negative Comments Concept Comment    “We ultimately view the declassification as the right thing to do from                ✓ a governance standpoint and in terms of establishing longer term strategic flexibility…our understanding is that the implied premium is quite expensive versus more common historical precedents”    “The reduction of the Sands Family voting control over STZ has been desired by many investors. And on paper, the proposal is                ✓ ✓ economically attractive… a re-rating of STZ to 20.4x NTM+1 EPS (the multiple we think it deserves) from improved corporate governance would lead to ~17% share price appreciation”    “While we think this is an important step forward for the company in                ✓ ✓ terms of corporate governance, it does not change our view that a three way tie up between KO & MNST & STZ is unlikely in the near term”    “Today’s announcement suggests a willingness to evolve the control                ✓ ✓ of the company to public shareholders, and should de-risk STZ’s multiple, which has been depressed on M&A speculation and frustration at the lack of investor influence on capital allocation decisions”    “Despite various potential outcomes, we are positive on the spirit of the conversion deal…With de-classification, strategic control will shift to                ✓ ✓ Class A shareholders and major concerns around capital allocation should diminish. We expect this to be attractive to long only investors in particular”    “Conversion is something the Sands’ family has been considering for                ✓ ✓ quite some time and reinforces confidence in CEO Bill Newlands (first non-family CEO)”    “We believe this is a positive catalyst for stock as it removes a key                ✓ ✓ overhang. If approved by the company’s Board, the potential transaction could attract additional investor interest in the stock from those who prefer single-class structures”     10    Source: Equity research                


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APPENDIX STRICTLY PRIVATE & CONFIDENTIAL Summary of Equity Research Commentary on Reclassification (cont’d) Analysts are unanimously in favor of a reclassification, and many mention valuation benefits even at the premium level of the original proposal Comments on Proposed 35% Exchange Ratio Neutral / Positive on Broker No Positive Negative Comments Concept Comment “While the suggested premium is not inconsequential, it deserves ✓ ✓ serious consideration from the BOD/shareholders and would help lift the long discussed M&A overhang on STZ’s multiple” “Despite the hefty 35% premium (in our view), we think shareholders ✓ ✓ will ultimately welcome the proposal, as it better aligns STZ’s corporate governance…[and] earnings dilution [will be] offset by removal of perceived overhang” “We think some of the stock’s valuation discount in our minds ✓ ✓ around capital allocation concerns will be reduced, and higher valuation will probably offset EPS dilution potential” “We view the proposed removal of STZ dual-class share structure favorably... While the market responded negatively to the proposed 35% ✓ premium in the Sands family’s initial offer…we believe ultimately a compromise could be found in a 10-20% premium, consistent with our analysis of prior transactions” “Shareholders gaining more control is a net positive for the longer ✓ ✓ term, even if there is likely a valid debate around “what cost” is required for gaining said control.” Total 12 8 2 2 11 Source: Equity research


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APPENDIX STRICTLY PRIVATE & CONFIDENTIAL Adjusted Premia as a Percentage of Market Capitalization Adjusting Forest City’s and Stewart’s low economic ownerships of 7.2% and 4.5%, respectively, to the 12.3% Constellation Class B ownership today yields premiums as a percentage of market cap of 3.8% and 4.2%, respectively Methodology Selected Precedent Premia as a Percentage of Market Cap – Adjusted for Constellation Share Structure Adjusted to mirror Constellation’s Premium A 32% premium represents ~3.9% of current shareholder structure by Constellation’s market cap Economic using: Ownership – Premium as a percentage of 4.2% market capitalization multiplied by the ratio of STZ Class B economic ownership to the 3.8% economic ownership of the high vote share class per the precedent transaction 2.2% 1.5% 31% 31% 35% 35% Forest City Actual Forest City Adjusted Stewart Actual Stewart Adjusted Structure Structure 7.2% 12.3% 4.5% 12.3% Source: FactSet, Capital IQ, company filings 12 Note: Market data as of 6/7/2022


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APPENDIX STRICTLY PRIVATE & CONFIDENTIAL Shareholder Voting Results in Recent Precedents Shareholder voting results were overwhelmingly positive in precedents, including those with higher premiums Votes For Votes Against National Research Corp. (1) Low Vote Shares 99.97% 0.03% High Vote Shares 95.57% 4.43% Total Votes 95.82% 4.18% Forest City Realty Trust Inc. (2) Low Vote Shares 99.53% 0.47% High Vote Shares 99.29% 0.71% Total Votes 99.42% 0.58% Stew art Information Services (3) Low Vote Shares n.a. n.a. High Vote Shares n.a. n.a. Total Votes 99.74% 0.26% Hubbell Incorporated (4) Low Vote Shares 91.61% 8.39% High Vote Shares 99.41% 0.59% Total Votes 97.44% 2.56% Source: Company filings, company press releases Note: Percentage calculations exclude broker non-votes and abstentions 1. Low vote shares have 1/10 vote per share 2. High vote shares have 10 votes per share 3. Shareholders voted together on the exchange of Class B Stock into Common Stock and cash 13 4. High vote shares have 20 votes per share


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STRICTLY PRIVATE & CONFIDENTIAL                Disclaimer                This document has been prepared by Greenhill & Co., LLC (“Greenhill”) exclusively for the benefit and internal use of the Recipient solely for its use in evaluating the transaction described herein and may not be used for any other purpose or copied, distributed, reproduced, disclosed or otherwise made available to any other person without Greenhill’s prior written consent. This document may only be relied upon by the Recipient and no other person. Greenhill is acting solely for the Recipient in connection with any arrangements, services or transactions referred to in this document. Greenhill is not and will not be responsible to anyone other than the Recipient for providing the protections afforded to the clients of Greenhill or for providing advice in relation to the arrangements, services or transactions referred to in this document.                This document is delivered subject to the terms of the engagement letter entered into between the Recipient and Greenhill. This document is delivered as at the date specified on the cover; Greenhill does not have any obligation to provide any update to or correct any inaccuracies in the information in this document.                This document is private and confidential; by accepting this document, you are deemed to agree to treat it and its contents confidentially.                This document does not constitute an opinion, and is not intended to be and does not constitute a recommendation to the Recipient as to whether to approve or undertake or take any other action in respect of any transactions contemplated in this document. The commercial merits or suitability or expected profitability or benefit of such transactions should be independently determined by the Recipient based on its own assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the transaction, relying on such information and advice from the Recipient’s own professional advisors and such other experts as it deems relevant. Greenhill does not provide accounting, tax, legal or regulatory advice.                14                

Exhibit (c)(20)

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PROJECT BEACH    Discussion Materials    MAY 2022    STRICTLY PRIVATE & CONFIDENTIAL    


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STRICTLY PRIVATE & CONFIDENTIAL    STZ Top Shareholders Shareholder Feedback Provided to Special                Special Committee feedback provided by shareholders holding only ~12% of shares outstanding, all of which appear Committee supportive of a reclassification and many of which appear unfamiliar with the terms of precedent transactions                Holder Name Number of Shares (mm) Market Value (mm) Current % Outstanding    Vanguard 12.0 $2,951.7 7.4%    Capital World 9.2 2,266.9 5.7%    SSgA Funds Management 7.1 1,747.1 4.4% BlackRock Fund Advisors 6.6 1,624.8 4.1% Wellington Management 4.8 1,192.2 3.0% Aristotle Capital Management 3.7 922.8 2.3% JPMorgan 3.6 881.9 2.2%    Harris Associates 3.4 825.4 2.1%    AllianceBernstein 3.2 790.4 2.0% Geode Capital 2.7 653.4 1.6%    Top 10 Shareholders 56.3 $13,856.5 34.6%    Janus Henderson 2.4 583.8 1.5% Morgan Stanley Smith Barney 1.9 466.0 1.2% American Century 1.8 455.6 1.1%    Fidelity 1.7 422.4 1.1% T. Rowe Price 1.7 406.9 1.0%    Voya 1.6 383.0 1.0% Northern Trust 1.5 378.8 0.9% Norges 1.5 364.7 0.9% BlackRock Advisors 1.5 359.7 0.9% Neuberger Berman 1.4 351.9 0.9%    Capital International 1.2 288.7 0.7%    BlackRock Investment Management 1.1 281.7 0.7% Amundi 1.0 253.9 0.6% Arrowstreet 1.0 253.4 0.6% RBC Dominion 1.0 251.0 0.6%    Top 25 Shareholders 78.6 $19,358.0 48.3% Top 50 Shareholders 96.1 $23,665.7 59.0%    Included in Shareholder Feedback (1) 17.1 $4,210.3 10.5%    Source: FactSet    Note: Market data as of 5/27/2022 2    1. Figures exclude an undisclosed top 25 shareholder; assuming holder owns ~1%, total shareholders providing feedback is ~12%    


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STRICTLY PRIVATE & CONFIDENTIAL                Summary of Equity Research Commentary on Reclassification                Analysts are unanimously in favor of a declassification, and many mention valuation benefits even at the premium level of the original proposal                Comments on Proposed 35% Exchange Rate Neutral / Positive on                Broker No Positive Negative Comments Concept Comment                “We ultimately view the declassification as the right thing to do from                ✓ a governance standpoint and in terms of establishing longer term strategic flexibility…our understanding is that the implied premium is quite expensive versus more common historical precedents”                “The reduction of the Sands Family voting control over STZ has been desired by many investors. And on paper, the proposal is                ✓ ✓ economically attractive… a re-rating of STZ to 20.4x NTM+1 EPS (the multiple we think it deserves) from improved corporate governance would lead to ~17% share price appreciation”                “While we think this is an important step forward for the company in                ✓ ✓ terms of corporate governance, it does not change our view that a three way tie up between KO & MNST & STZ is unlikely in the near term”                “Today’s announcement suggests a willingness to evolve the control                ✓ ✓ of the company to public shareholders, and should de-risk STZ’s multiple, which has been depressed on M&A speculation and frustration at the lack of investor influence on capital allocation decisions”                “Despite various potential outcomes, we are positive on the spirit of the conversion deal…With de-classification, strategic control will shift to                ✓ ✓ Class A shareholders and major concerns around capital allocation should diminish. We expect this to be attractive to long only investors in particular”                “Conversion is something the Sands’ family has been considering for                ✓ ✓ quite some time and reinforces confidence in CEO Bill Newlands (first non-family CEO)”                “We believe this is a positive catalyst for stock as it removes a key                ✓ ✓ overhang. If approved by the company’s Board, the potential transaction could attract additional investor interest in the stock from those who prefer single-class structures”                3                Source: Equity research                


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STRICTLY PRIVATE & CONFIDENTIAL                Summary of Equity Research Commentary on Reclassification (cont’d)                Analysts are unanimously in favor of a declassification, and many mention valuation benefits even at the premium level of the original proposal                Comments on Proposed 35% Exchange Rate Neutral / Positive on                Broker No Positive Negative Comments Concept Comment                “While the suggested premium is not inconsequential, it deserves                ✓ ✓ serious consideration from the BOD/shareholders and would help lift the long discussed M&A overhang on STZ’s multiple”                “Despite the hefty 35% premium (in our view), we think shareholders                ✓ ✓ will ultimately welcome the proposal, as it better aligns STZ’s corporate governance…[and] earnings dilution [will be] offset by removal of perceived overhang”                “We think some of the stock’s valuation discount in our minds                ✓ ✓ around capital allocation concerns will be reduced, and higher valuation will probably offset EPS dilution potential”                “We view the proposed removal of STZ dual-class share structure favorably... While the market responded negatively to the proposed 35%                ✓ premium in the Sands family’s initial offer…we believe ultimately a compromise could be found in a 10-20% premium, consistent with our analysis of prior transactions”                “Shareholders gaining more control is a net positive for the longer                ✓ ✓ term, even if there is likely a valid debate around “what cost” is required for gaining said control.”                Total 12 8 2 2                4                Source: Equity research                


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STRICTLY PRIVATE & CONFIDENTIAL                 Disclaimer                 This document has been prepared by Greenhill & Co., LLC (“Greenhill”) exclusively for the benefit and internal use of the Wildstar Partners LLC and the Family Holders (the “Recipient”) solely for its use in evaluating the transaction described herein and may not be used for any other purpose or copied, distributed, reproduced, disclosed or otherwise made available to any other person without Greenhill’s prior written consent. This document may only be relied upon by the Recipient and no other person. Greenhill is acting solely for the Recipient in connection with any arrangements, services or transactions referred to in this document. Greenhill is not and will not be responsible to anyone other than the Recipient for providing the protections afforded to the clients of Greenhill or for providing advice in relation to the arrangements, services or transactions referred to in this document.                 This document is delivered subject to the terms of the engagement letter entered into between the Recipient and Greenhill. This document is delivered as at the date specified on the cover; Greenhill does not have any obligation to provide any update to or correct any inaccuracies in the information in this document.                 This document is private and confidential; by accepting this document, you are deemed to agree to treat it and its contents confidentially.                 This document does not constitute an opinion, and is not intended to be and does not constitute a recommendation to the Recipient as to whether to approve or undertake or take any other action in respect of any transactions contemplated in this document. The commercial merits or suitability or expected profitability or benefit of such transactions should be independently determined by the Recipient based on its own assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the transaction, relying on such information and advice from the Recipient’s own professional advisors and such other experts as it deems relevant. Greenhill does not provide accounting, tax, legal or regulatory advice.                 5                

Exhibit (c)(21)

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PROJECT BEACH Discussion Materials MAY 2022 STRICTLY PRIVATE & CONFIDENTIAL    


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STRICTLY PRIVATE & CONFIDENTIAL Family Perspective on Declassification Counter Proposal Premium Family willing to consider 32%, which is below mean and median of four most recent precedent transactions Consideration Open to a portion of the proposed premium being in stock (to be discussed among Company, Family and Committee) (1)    Family willing to subject stake to 3-year lock-up    Permitted exemption for up to 25% of remaining stake (2) – Daily open market trading limited to 15% of past 20 day average daily trading volume Monetization / Lock-up – 15% limit would not apply to registered offerings or block trades – No limit on participation in any Company buyback or third-party tender offer on same terms offered to all shareholders    Pledging of shares as collateral would continue to be permitted, and pledged shares may be sold by/for the lenders    Customary registration rights (subject to applicable transfer restrictions for the first 3 years)    OK with restrictions on increasing stake, making proposals, no public criticism for 3 years – No prohibition on public objection/opposition to proposed change of control M&A Standstill – Sands representatives to leave Board to engage in proposals, etc. after the 3-year period – Family not certain that restriction on public criticism is necessary, but if included should be reciprocal    Nomination rights should last so long as the Sands Family retains a significant stake in the Company Nomination Rights – 2 Board members if >10% stake; 1 Board member if >5% stake Executive Rights Rob as non-executive Chairman and Richard as non-executive Vice Chairman Compensation & Benefits Compensation in-line with customary non-executive Chairman and non-executive Board Director    Rotation of Lead Independent Director position at next available normal cycle opportunity Governance    Majority vote standard 1. Mix to be finalized based on market conditions closer to signing 2 2. Amount to be increased appropriately to the extent some portion of consideration is paid in stock


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STRICTLY PRIVATE & CONFIDENTIAL    Precedent Reclassification Transaction Premiums    The most recent transactions have larger premiums than those done further in the past    – Four transactions are considerably more recent than the others    – The three most recent, all involving a single or related party “control group”, had premiums of 31.0% to 57.0%    – The fourth more recent (Hubbell Incorporated, on which Centerview advised) had a premium of 28.3%, even though the “control group” was more fragmented, did not have majority voting control and had only negative control over a limited number of company actions    Denotes companies where a single party or related group had majority control through high vote stock    Form of    Economic Interest of Voting Interest of High Premium Company Announcement Date Consideration for High Vote Shares Vote Shares Received Premium    Change of Control    National Research Corp. Sep-17 14.4% 94.4% Cash 57.0%    (1)    Forest City Realty Trust Inc. Dec-16 7.2% 43.7% Stock 31.0% Stewart Information Services Jan-16 4.5% 4.5%(2) Cash 34.8% Hubbell Incorporated Aug-15 12.4% 73.9% Cash 28.3%    Sotheby’s Holdings, Inc. Sep-05 23.2% 75.2% Cash 19.4% Kaman Corporation Jun-05 2.9% 100.0% Cash & Stock 258.8%    (3)    Robert Mondavi Corporation Aug-04 35.9% 84.8% Stock 16.5% Commonwealth Telephone Enterprises Apr-03 8.5% 58.3% Stock 9.0% The Readers Digest Association Oct-02 12.3% 100.0% Cash & Stock 29.8% Continental Airlines, Inc. Nov-00 18.8% 69.8% Cash & Stock 30.4% Dairy Mart Convenience Store Inc. Dec-99 30.3% 81.3% Stock 10.0% Pacificare Health Systems, Inc. May-99 32.3% 100.0% Cash 4.7% Remington Oil and Gas Corporation Aug-98 15.8% 100.0% Stock 26.6%    Source: FactSet, Capital IQ, company filings    Note: Reflects only transactions with premia; companies that are not labeled with a star had a high-vote share class owned by multiple parties and did not have one single party or related group with majority voting control of the company    1. In addition to Class B shareholders having 10 votes per share, they had the ability to elect 9 of the 13 directors on the company’s board    2. Class B Shareholders had exclusive ability to appoint 4 out of 9 directors, had a veto over all important corporate matters and the ability to appoint the Chairman of the Board 3    3. Reflects terms of proposed reclassification; Robert Mondavi was ultimately acquired by Constellation Brands in 2004 and Constellation paid an excess nominal premium to high vote shares


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STRICTLY PRIVATE & CONFIDENTIAL    Disclaimer    This document has been prepared by Greenhill & Co., LLC (“Greenhill”) exclusively for the benefit and internal use of the Wildstar Partners LLC and the Family Holders (the “Recipient”) solely for its use in evaluating the transaction described herein and may not be used for any other purpose or copied, distributed, reproduced, disclosed or otherwise made available to any other person without Greenhill’s prior written consent. This document may only be relied upon by the Recipient and no other person. Greenhill is acting solely for the Recipient in connection with any arrangements, services or transactions referred to in this document. Greenhill is not and will not be responsible to anyone other than the Recipient for providing the protections afforded to the clients of Greenhill or for providing advice in relation to the arrangements, services or transactions referred to in this document.    This document is delivered subject to the terms of the engagement letter entered into between the Recipient and Greenhill. This document is delivered as at the date specified on the cover; Greenhill does not have any obligation to provide any update to or correct any inaccuracies in the information in this document.    This document is private and confidential; by accepting this document, you are deemed to agree to treat it and its contents confidentially.    This document does not constitute an opinion, and is not intended to be and does not constitute a recommendation to the Recipient as to whether to approve or undertake or take any other action in respect of any transactions contemplated in this document. The commercial merits or suitability or expected profitability or benefit of such transactions should be independently determined by the Recipient based on its own assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the transaction, relying on such information and advice from the Recipient’s own professional advisors and such other experts as it deems relevant. Greenhill does not provide accounting, tax, legal or regulatory advice.    4                

Exhibit (c)(22)

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PROJECT BEACH Discussion Materials APRIL 2022 STRICTLY PRIVATE & CONFIDENTIAL    


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STRICTLY PRIVATE & CONFIDENTIAL Illustrative Buyback Impact Key Assumptions Class B Reclassification Premium (1)(2) Company Share Buyback Capacity (3) A Assumes a 35% all-stock Premium Total PF Voting A B Buyback Capacity % of Pro Forma premium for the reclassification Position $ Value Interest $ Value Share Count transaction ($ in millions) $ Value ($ in millions) 20% $1,122 $8,630 18.4% 3.5x $741 1.4% n    – The reclassification is executed o a ge with a 100% stock premium si r r e ve m 25% $1,403 $8,911 18.9% Lev 4.0x $2,307 4.4% on miu BC e ma 2022A EBITDA of $3,131mm B Pr 30% $1,684 $9,191 19.4% 4.5x $3,872 7.4% or assF o C l r P – Assumes shares are 35% $1,964 $9,472 19.8% 5.0x $5,437 10.3% repurchased at 10% premium to the current Class A price Current Proposal Proceeds Received by Sands Family through Post Reclassification Share Repurchases C Sands Family participation in share repurchased based on pro A B C rata share of tendered shares Non-Family Shareholder Tender % ($ in millions) 20% 30% 40% 50% 60% 70% 80% 90% 100% – Assumes 100% of Sands shares are tendered 3.5x $410 $335 $283 $245 $216 $193 $175 $160 $147 Shareholder tender percentage Leverage 4.0x $1,275 $1,042 $881 $763 $673 $602 $545 $497 $457 and voting interest exclude Class 1 shares Forma 4.5x $2,141 $1,750 $1,480 $1,282 $1,130 $1,011 $914 $835 $768 Pro    5.0x $3,007 $2,457 $2,078 $1,800 $1,587 $1,420 $1,284 $1,172 $1,078 Source: Company filings, FactSet, equity research Note: Market data as of 4/29/2022; share counts based on basic shares outstanding as of 4/14/2022 per latest 10K; Sands Family share count based on Family Cap Table received 3/30/2022 1. Based on 22.8mm Class B shares owned by the Sands Family as of 1/28/2022 per Family Cap Table; excludes ~2% of Class B shares not owned by the Sands Family 2. Pro Forma Voting Interest includes 7.7mm Class A shares owned by the Sands Family as of 1/28/2022 per Family Cap Table 2 3. Current leverage based on Total Debt, Cash and LTM Comparable Basis as of Q4 2022; does not include pro forma adjustments for accelerated share repurchase program announced 4/7/2022


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STRICTLY PRIVATE & CONFIDENTIAL    Disclaimer    This document has been prepared by Greenhill & Co., LLC (“Greenhill”) exclusively for the benefit and internal use of the Wildstar Partners LLC and the Family Holders (the “Recipient”) solely for its use in evaluating the transaction described herein and may not be used for any other purpose or copied, distributed, reproduced, disclosed or otherwise made available to any other person without Greenhill’s prior written consent. This document may only be relied upon by the Recipient and no other person. Greenhill is acting solely for the Recipient in connection with any arrangements, services or transactions referred to in this document. Greenhill is not and will not be responsible to anyone other than the Recipient for providing the protections afforded to the clients of Greenhill or for providing advice in relation to the arrangements, services or transactions referred to in this document.    This document is delivered subject to the terms of the engagement letter entered into between the Recipient and Greenhill. This document is delivered as at the date specified on the cover; Greenhill does not have any obligation to provide any update to or correct any inaccuracies in the information in this document.    This document is private and confidential; by accepting this document, you are deemed to agree to treat it and its contents confidentially.    This document does not constitute an opinion, and is not intended to be and does not constitute a recommendation to the Recipient as to whether to approve or undertake or take any other action in respect of any transactions contemplated in this document. The commercial merits or suitability or expected profitability or benefit of such transactions should be independently determined by the Recipient based on its own assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the transaction, relying on such information and advice from the Recipient’s own professional advisors and such other experts as it deems relevant. Greenhill does not provide accounting, tax, legal or regulatory advice.    3

Exhibit (c)(23)

 

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PROJECT BEACH    Discussion Materials    MARCH 2022    STRICTLY PRIVATE & CONFIDENTIAL    


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STRICTLY PRIVATE & CONFIDENTIAL    Reclassification Negotiation Dynamics    Market precedents provide identified ranges for potential outcomes    Reclassifications involving a change of control by high vote holders are uncommon, but public examples provide clear ranges of outcomes    For reclassifications independent of a sale of the company involving premia:    – Median premium over low vote shares for reclassification transactions deemed to be a change of control is 28.3%    ~40% of transactions involve 30%+ premium over low vote shares    Nearly half of such transactions imply premium values of 4.0%+ of the company’s market cap (median is 3.6%)    – Premium range was 6.5% to 21.7% over low vote shares for reclassification transactions deemed to be a non-change of control (4 transactions)    For acquisitions of dual class companies where differential consideration was paid to high vote shares:    – Premium range was 9.1% to 72.0% over low vote shares    Half of the transactions imply excess nominal premium values of 4.0%+ of the company’s market cap    Importantly, situations in which a concentrated controlling ownership level is involved, premia – both on an absolute basis and as an implied percentage of market cap – tend to be measurably higher    – The Class B shares, which are more than 98% owned by the Family, hold nearly 60% of the voting power, while representing ~12% of the economic ownership    – Median premium for reclassification transactions deemed to be a change of control is 30.4% for cases where a single party held majority control, and 2/3 of such transactions imply premium values of 4.0%+ of the company’s market cap (with a median of 4.5%)    An initial proposal of a 35% premium for Class B shares would imply a premium of 4.2% of Constellation’s market cap    (aggregate premium of ~$1.9bn)    Source: Company filings 2 Note: Share counts based on shares outstanding as of 12/31/2021 per latest 10Q                


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STRICTLY PRIVATE & CONFIDENTIAL Overview of Selected Precedent Transactions    Precedent Share Reclassifications Precedent Dual Class Acquisitions Overview Breakdown by Transaction Type Overview    Identified and analyzed 46 U.S. reclassification Non-Change    Identified and analyzed 74 transactions valued in transactions where a shareholder group controlled of Control excess of $1bn announced since 1996 involving >20% of total voting power prior to a transaction or 33% U.S. publicly traded companies that had two or had significant board control more share classes with differential voting rights – In each transaction, the differential voting classes    Reviewed the premium paid to both the low vote 46 Total were combined into a single class and high vote shareholders and observed that in Transactions    Excluded transactions where certificates of 63 of the 74 transactions, the same consideration incorporation explicitly prohibited payment of a was paid to both share classes premium and transactions in which multiple share Change of    High vote shareholders received an “Excess classes remained outstanding post transaction Control Nominal Premium” in 11 of 74 transactions 67%    Bifurcated into “Change of Control” and “Non- – Defined as the consideration paid per share of Change of Control” if the high vote class controlled high vote stock divided by the consideration paid >50% of the vote prior to the transaction and <50% per share of low vote stock minus 1 Approximately 2/3 of reclassification transactions resulted after the transaction – 3 of the 11 transactions were deemed to be in a change of voting control – Post transaction control of the Board of Directors related party transactions and removed from was also considered consideration Breakdown by Premium / No Premium Breakdown by Form of Consideration Breakdown by Premium Excess Cash & Nominal Stock No Premium Premium 18% 63% 15% 17 Stock 46 Total Transactions 47% 74 Total Transactions w/ Premium Transactions Premium No Excess 37% Cash Nominal 35% Premium 85% While the majority of reclassification transactions had no Approximately half of premia were paid only in stock premium, 42% of Change of Control had a premium 3 Source: FactSet, Capital IQ, company filings


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STRICTLY PRIVATE & CONFIDENTIAL Precedent Reclassification Transactions with a Premium Change of control transactions involving a premium are generally at levels higher than non-change of control transactions Denotes companies where a single party or related group had majority control through high vote stock Form of Premium as a % Announcement Economic Interest of Voting Interest of High Premium Market Value Company Consideration of Market (1) Date High Vote Shares Vote Shares Received Dilution for Premium Capitalization Change of Control National Research Corp. Sep-17 14.4% 94.4% Cash 57.0% 7.6% 0.2% Forest City Realty Trust Inc. Dec-16 7.2% 43.7% (2) Stock 31.0% 2.2% 2.0% Stewart Information Services Jan-16 4.5% 4.5% (3) Cash 34.8% 1.5% 1.6% Hubbell Incorporated Aug-15 12.4% 73.9% Cash 28.3% 3.5% 4.5% Sotheby’s Holdings, Inc. Sep-05 23.2% 75.2% Cash 19.4% 4.5% 5.7% Kaman Corporation Jun-05 2.9% 100.0% Cash & Stock 258.8% 7.4% 7.8% Robert Mondavi Corporation Aug-04 35.9% 84.8% (4) Stock 16.5% 5.8% 5.8% Commonwealth Telephone Enterprises Apr-03 8.5% 58.3% Stock 9.0% 0.8% 0.8% The Readers Digest Association Oct-02 12.3% 100.0% Cash & Stock 29.8% 3.6% 1.1% Continental Airlines, Inc. Nov-00 18.8% 69.8% Cash & Stock 30.4% 5.4% 6.3% Dairy Mart Convenience Store Inc. Dec-99 30.3% 81.3% Stock 10.0% 3.0% 3.0% Pacificare Health Systems, Inc. May-99 32.3% 100.0% Cash 4.7% 1.5% 1.8% Remington Oil and Gas Corporation Aug-98 15.8% 100.0% Stock 26.6% 4.1% 1.9% 5 of 13 involved premium of 30%+ premium levels Mean 42.8% 3.9% 3.3% 6 of 13 involved 4.0%+ of market cap levels Median 28.3% 3.6% 2.0% Non-Change of Control DIRECTV Group Holdings, LLC Apr-10 2.4% 26.9% Stock 21.7% 0.5% 0.5% Iteris Inc. Jul-04 3.6% 27.1% Stock 10.0% 0.3% 0.9% Jo-Ann Stores, Inc. May-03 52.2% 100.0% Stock 15.0% 8.4% 8.7% NPC International, Inc. Jun-95 50.4% 100.0% Cash 6.5% 3.2% 0.2% Mean 13.3% 3.1% 2.6% Median 12.5% 1.9% 0.7% Source: FactSet, Capital IQ, company filings Note: Reflects only transactions with premia 1. Defined as Illustrative Pro Forma Share Price relative to share price prior to announcement; Illustrative Pro Forma Share Price calculated as market capitalization prior to announcement less the cash premium paid to high vote shareholders divided by the number shares outstanding following completion of the transaction 2. In addition to Class B shareholders having 10 votes per share, they had the ability to elect 9 of the 13 directors on the company’s board 3. Class B Shareholders had exclusive ability to appoint 4 out of 9 directors, had a veto over all important corporate matters and the ability to appoint the Chairman of the Board 4 4. Reflects terms of proposed reclassification; Robert Mondavi was ultimately acquired by Constellation Brands in 2004 and Constellation paid an excess nominal premium to high vote shares


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STRICTLY PRIVATE & CONFIDENTIAL Precedent Acquisitions of Dual Class Public Companies Represents transactions in which an excess nominal premium was paid to high vote shareholders Transactions with Excess Nominal Premium Paid to High Vote Shares Economic Interest Consideration Consideration Premium as a % of Announcement Voting Interest of Excess Nominal Target Acquiror Voting Rights of High Vote Paid to Low Vote Paid to High Vote Market Date High Vote Shares Premium Shares Shares Shares Capitalization Class B had lesser of 49.9% voting    Dec-11 Delphi Financial Group Tokio Marine Holdings 11.1% 49.9% $44.88 $53.88 20.1% 3.7% power or 10 votes per share Sep-09 Affiliated Computer Services Xerox Class B had 10 votes per share 6.7% 41.9% $63.11 $108.57 72.0% 6.3% Oct-04 Robert Mondavi Constellation Brands Class B had 10 votes per share 34.8% 84.2% $56.50 $65.82 16.5% 7.8% Feb-00 SFX Entertainment Clear Channel Communications Class B had 10 votes per share 3.8% 28.4% $45.75 $76.25 66.7% 3.1% Mar-99 Century Communications Adelphia Communications Class B had 10 votes per share 55.8% 92.7% $44.14 $48.14 9.1% 6.1% Series B tracking stock had 10    Jun-98 Tele-Communications, Inc. AT&T 12.0% 57.6% $50.71 $55.78 10.0% 1.6% votes per share Aug-97 SFX Broadcasting Hicks, Muse, Tate & First Class B had 10 votes per share 7.6% 45.0% $75.00 $97.50 30.0% 2.3% Aug-96 HSN Silver King Communications Class B had 10 votes per share 21.7% 73.5% $13.28 $15.93 20.0% 5.1% Mean 30.5% 4.5% 4 of 8 transactions involved a premium in excess of 4.0% of market cap Median 20.0% 4.4% Source: FactSet, Capital IQ, company filings 5 Note: Excludes VMware / Pivotal Software, CBS / Viacom and Lionsgate / Starz as they were deemed to be related party transactions


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STRICTLY PRIVATE & CONFIDENTIAL    Illustrative Value to Class B Shareholders    Analysis at various assumed premia as a percentage of market cap    Illustrative Conversion Price Matrix    ($ in millions, except per share figures)    Assumed Premium as % of Constellation Market Cap 3.4% 3.6% 3.8% 4.0% 4.2% 4.4% 4.6% 4.8% 5.0%    Implied Aggregate Premium to Class B Shareholders (1) $1,496 $1,584 $1,672 $1,760 $1,848 $1,936 $2,024 $2,112 $2,200    Implied Aggregate Value to Class B Shareholders (2) $6,819 $6,907 $6,995 $7,083 $7,171 $7,259 $7,347 $7,435 $7,523    Implied Class B Value per Share $293.83 $297.62 $301.41 $305.20 $308.99 $312.78 $316.57 $320.37 $324.16    Implied % Premium to Class A Price of $229.37 28.1% 29.8% 31.4% 33.1% 34.7% 36.4% 38.0% 39.7% 41.3%    Source: FactSet, Company filings    Note: Market data as of 3/28/2022; Class B share count based on shares outstanding as of 12/31/2021 per latest 10Q    1. Represents the total premium paid to Class B shareholders; calculated as the Assumed Premium as % of Constellation Market Cap multiplied by Constellation’s current diluted market cap under the treasury stock method    2. Represents the total consideration paid to Class B shareholders; calculated as Aggregate Premium to Class B Shareholders plus the current price of Class A shares multiplied by the number of Class B shares 6 outstanding


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STRICTLY PRIVATE & CONFIDENTIAL    Disclaimer    This document has been prepared by Greenhill & Co., LLC (“Greenhill”) exclusively for the benefit and internal use of the Wildstar Partners LLC and the Family Holders (the “Recipient”) solely for its use in evaluating the transaction described herein and may not be used for any other purpose or copied, distributed, reproduced, disclosed or otherwise made available to any other person without Greenhill’s prior written consent. This document may only be relied upon by the Recipient and no other person. Greenhill is acting solely for the Recipient in connection with any arrangements, services or transactions referred to in this document. Greenhill is not and will not be responsible to anyone other than the Recipient for providing the protections afforded to the clients of Greenhill or for providing advice in relation to the arrangements, services or transactions referred to in this document.    This document is delivered subject to the terms of the engagement letter entered into between the Recipient and Greenhill. This document is delivered as at the date specified on the cover; Greenhill does not have any obligation to provide any update to or correct any inaccuracies in the information in this document.    This document is private and confidential; by accepting this document, you are deemed to agree to treat it and its contents confidentially.    This document does not constitute an opinion, and is not intended to be and does not constitute a recommendation to the Recipient as to whether to approve or undertake or take any other action in respect of any transactions contemplated in this document. The commercial merits or suitability or expected profitability or benefit of such transactions should be independently determined by the Recipient based on its own assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the transaction, relying on such information and advice from the Recipient’s own professional advisors and such other experts as it deems relevant. Greenhill does not provide accounting, tax, legal or regulatory advice.    7                

Exhibit (c)(24)

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Preliminary Controlled Company Trading Analyses    AUGUST 10, 2021    STRICTLY PRIVATE & CONFIDENTIAL                


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STRICTLY PRIVATE & CONFIDENTIAL                Perspectives on Controlled Company Trading Patterns                Based on our recent discussion, Greenhill reviewed the prevalence of controlled companies in the U.S., empirical research on their performance and recent trading levels on a relative basis both broadly and within the consumer sector                While each situation is inherently unique, and the number of controlled companies has increased in recent years, aggregated trading data would suggest that such companies trade at a discount to non-controlled companies on average                In order to isolate case studies in a selected sector, Greenhill reviewed the transition of large, publicly traded private equity firms from controlled partnerships to non-controlled C-Corps                – The firms’ cited similar rationales, principally to attract institutional investor support, broadening the long-term investor base and lowering volatility in trading                – Positive long-term performance versus indices that track the sector following such announcements                KKR, the first PE recapitalization publicly announced in the sector, outperformed the market by 3x on its announcement                2                


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STRICTLY PRIVATE & CONFIDENTIAL                 Prevalence of Controlled Companies in S&P 1500                 2012 vs. Today                 2012(1) Today                 # Controlled % Sector Controlled (2) # Controlled % Sector Controlled (2)                 Consumer 56 17.2% 70 22.6% Industrials 24 7.6% 21 7.0% TMT 15 5.3% 15 7.9% Healthcare 5 3.2% 18 10.2% Financials 13 4.9% 36 9.6% Other 1 0.6% 11 7.0%                 79 with multi-class 111 with multi-class                Total 114 171                capital structures capital structures                 Source: FactSet, ISS / IRRC Institute                Note: Controlled defined by study as companies with multiclass capital structures with unequal voting rights or ownership of 30% or more of a single class of capital stock by a person or group                1. Data per IRRC Institute study published October 2012 3                2. Based on number of relevant companies and not market value                


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STRICTLY PRIVATE & CONFIDENTIAL                Summary of Empirical Studies                Controlled Companies in the Standard & Poor’s 1500 – Review of Performance & Risk                Key Findings                2012 Study 2016 Follow-Up Study                Review of 2012 Findings                Number of controlled companies increased in 10-year period Number of controlled companies decreased 8% in 3-year period from 2002-2012 (~8% S&P 1500 constituents controlled in 2012) from 2012-2015                Non-controlled firms outperformed controlled firms over the ? Controlled companies underperformed non-controlled firms                10-year study period in terms of total shareholder return (TSR), over all periods reviewed (1, 3, 5, 10) with respect to TSR, while controlled companies outperformed over shorter time revenue growth, return on equity and dividend payout ratios frames (1-, 3- and 5-years)                Controlled companies with multi-class structures consistently  No consistent difference in share price volatility separates exhibited more share price volatility than non-controlled controlled and non-controlled companies                Controlled companies had a higher occurrence of ✓ Related party dealings continued at controlled companies accounting-related material weaknesses and related party transactions than non-controlled companies                New Findings                ~70% of all controlled companies are concentrated in the consumer (52%) and industrials (16%) sectors                Controlled companies with multi-class stock structures award significantly higher average CEO pay (but median was lower)                Controlled firms’ boards had longer director tenures, less frequent board refreshment and a higher diversity deficit                Source: ISS / IRRC Institute 4 Note: Controlled defined by study as companies with multiclass capital structures with unequal voting rights or ownership of 30% or more of a single class of capital stock by a person or group


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STRICTLY PRIVATE & CONFIDENTIAL                Recent Relevant Trading Performance of S&P 1500 Companies                TSR as of 8/6/2021                TSR Over Various Time Horizons                10 Years (1) 5 Years (1) 3 Years (1) 1 Year (1)                All S&P 1500 425.1% All S&P 1500 124.6% All S&P 1500 58.4% All S&P 1500 55.9% Controlled 365.8% Controlled 96.8% Controlled 47.8% Controlled 54.6% Non-Controlled 429.9% Non-Controlled 126.9% Non-Controlled 59.3% Non-Controlled 56.0%                Non-controlled companies on average have overperformed controlled firms over the last 10-, 5-, 3- and 1-year periods                Source: FactSet, IRRC Institute study                Note: Time horizons relative to 8/6/2021. Controlled companies defined as companies with separate classes of shares with different voting rights and / or >30% insider ownership 5                1. Returns based on equal weighted indices of all relevant companies in the S&P 1500                


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STRICTLY PRIVATE & CONFIDENTIAL Recent Relevant Trading Performance of Consumer Companies TSR as of 8/6/2021 TSR Over Various Time Horizons 10 Years (1) 5 Years (1) 3 Years (1) 1 Year (1) All Consumer 490.5% All Consumer 134.3% All Consumer 81.1% All Consumer 69.7% Controlled 410.3% Controlled 73.4% Controlled 42.8% Controlled 47.0% Non-Controlled 490.1% Non-Controlled 137.2% Non-Controlled 82.6% Non-Controlled 71.6% Consumer companies have outperformed the broader market over the last 10 years, with a similar result with respect to controlled companies vs. non-controlled firms Source: FactSet, IRRC Institute study Note: Time horizons relative to 8/6/2021. Controlled companies defined as companies with separate classes of shares with different voting rights and / or >30% insider ownership 6 1. Returns based on equal weighted indices of all relevant companies in the S&P 1500


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STRICTLY PRIVATE & CONFIDENTIAL Selected Case Studies Private equity firms historically structured as partnerships transitioned to single class C-Corps primarily to attract institutional investors Post-Conversion Performance Commentary / Key Rationale 5/3/2018: Announces conversion ( 1 ) Conversion from a publicly traded partnership to a KKR Index Full C-Corporation on July 2, 2018 11.4% 1-day 3.9% 1 .2% Stock would be less challenging to buy and own, attracting additional investors 30-day 1 .5% 2.0% Enables mutual funds and index trackers to 90-day 23.7% 3.9% acquire the stock 365-day 11 .4% 4.3% Tax burden less severe after corporate tax decrease 4/18/2019: Announces conversion COVID-19 Conversion from a publicly traded partnership to a BX Index( 1 ) Full C-Corporation on July 1, 2019 1-day 0.0% 0.0% Easier for both domestic and international 29.5% shareholders to own BX 30-day 5.3% (1 .8%) Enables passive investors, such as mutual funds, 90-day 17.2% 1 .9% to acquire shares in BX Restricted by their mandate from acquiring 365-day 29.5% (17.9%) publicly listed partnerships 5/2/2019: Announces conversion COVID-19 ( 1 ) Switch from a partnership to a Full C-Corporation A P O Index on September 5, 2019 1-day 1 .0% 0.8% Increase potential for index inclusion (e.g. MSCI, 19.7% 30-day (11 .0%) (6.7%) CRSP, Total Market Indices) Reduced stock price volatility due to expansion of 90-day (0.1%) 1 .7% potential shareholder base 365-day 19.7% (20.8%) Additional tax burden lower as a result of corporate tax rate change 7/31/2019: Announces conversion COVID-19 CG Index( 1 ) Switch from a partnership to a Full C-Corporation 22.8% 1-day (2.4%) (2.3%) on January 2, 2020 One-share / one-vote structure following one-for- 30-day (4.5%) (5.1%) one conversion 90-day 15.3% 2.1% Improve trading liquidity by increasing appeal to a broader group of investors through inclusion in 365-day 22.8% (15.0%) indices and benchmarks Source: FactSet Note: Performance indicators taken at days post conversion announcement 7 1. S&P 500 Financial Select Sector


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Exhibit (c)(25) Declassification Transaction Precedents March 2021 CONFIDENTIAL DRAFT


Notice to Recipient Confidential “Bank of America” and “BofA Securities” are the marketing names used by the Global Banking and Global Markets divisions of Bank of America Corporation. Lending, other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Trading in securities and financial instruments, and strategic advisory, and other investment banking activities, are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. 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These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). 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These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates. Any League Tables referenced within these materials have been prepared using data sourced from external third party providers as outlined in the relevant footnotes where applicable. For persons wishing to request further information regarding these third party providers and the criteria and methodology used to prepare a league table please contact your usual Bank of America or BofA Securities representative/Relationship Manager. Bank of America Corporation and its affiliates (collectively, the “BAC Group”) comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. 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The BAC Group prohibits employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change a rating or price target to a subject company as consideration or inducement for the receipt of business or for compensation and the BAC Group prohibits research analysts from being directly compensated for involvement in investment banking transactions. The views expressed herein are the views solely of Global Corporate and Investment Banking, and no inference should be made that the views expressed represent the view of the firm’s research department. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States. We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. 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Declassification Transaction Overview § We have analyzed 12 declassification transactions. Mean and median premium to low vote shares were 20% and 22%, and aggregate premium as a percentage of market capitalization was 4% for the 12 transactions § There were 9 transactions where a key shareholder / group of shareholders had 50% or more of voting power (which we have labelled “control”) prior to a transaction and 3 transactions between 35% and 50% (which we have labelled “de facto control”)* Review of Precedent § A distinction can be observed in premium to low vote shares, and aggregate premium as a percentage of market Declassification capitalization, between these two groups of transactions: Transactions (1) § Control transactions had a mean and median premium of 22% and 27%, respectively and aggregate premium to market capitalization of 4% § De facto control transactions had a mean and median premium of 14% and 10%, respectively and aggregate premium to market capitalization of 3% § Note that this is a small sample size (3 transactions) § A typical structure involved high vote shares receiving low vote shares or a combination of cash and low vote shares (or a new class of shares, where both the high vote and low vote converted into the new class) Potential § Cash consideration ranged from 0% to 77% with a mean and median of 23% and 16%, respectively Declassification § Even after a declassification transaction, previous high vote shareholders had a meaningful voting stake in the Structure company (6% to 40% with mean and median of 19% and 13%, respectively) § Also, in certain situations, governing documents were changed to remove the high vote shares § We would think that investors would be curious as to the motives behind a declassification as they have enjoyed significant investment returns in the Company under the Family’s control Potential Market § Could be helpful to set up a clearly defined employment arrangement with specific terms Reaction § Shows continued commitment by the Family to the success of the Company § Gives time to think through transitioning and phase-out over time *Solely for purposes of this analysis, we have considered the bottom end of the “de facto control” group to be 35%. Arguments could be made that this should be lower or higher. 1 CONFIDENTIAL DRAFT ____________________ (1) Excludes Kaman Corporation transaction value premium to low vote trading price of 259% deemed as an outlier.


Precedent Change of Control Declassification Transactions Controlling Transaction Aggregate Shareholder Voting Ownership Economic Ownership Value Premium Premium as Ownership of Before After Before After % Cash to Low Vote Percentage of Company High Vote Class Transaction * Transaction Transaction Transaction Consideration Trading Price Market Cap (%) (1) Robert Mondavi Corporation 96% 85% 40% 36% 40% 0% 17% 6% Kaman Corporation 83% 83% 7% 6% 8% 37% 259% 8% First Oak Brook Bancshares 66% 66% 38% 38% 38% 0% 0% 0% Sotheby's Holdings 78% 62% 12% 22% 12% 58% 15% 4% Control Aaron's 61% 61% 9% 9% 9% 0% 0% 0% (=> 50%) Continental Airlines 79% 60% 7% 15% 5% 77% 30% 6% Remington Oil and Gas Corporation 57% 57% 27% 23% 27% 0% 27% 4% National Research Corporation 57% 52% 31% 54% 54% 36% 58% 8% Reader's Digest Association 50% 50% 13% 17% 13% 32% 30% 4% Dairy Mart Convenience Store 44% 40% 22% 13% 14% 0% 10% 3% De Facto Control Pacificare Health Systems 40% 40% 14% 13% 13% 10% 5% 2% (35% to <50%) Hubbell 49% 36% 6% 6% 6% 22% 28% 3% Min (Overall) 40% 36% 6% 6% 5% 0% 0% 0% (2) Mean (Overall) 63% 58% 19% 21% 20% 23% 20% 4% Median (Overall) 59% 58% 13% 16% 13% 16% 22% 4% Max (Overall) 96% 85% 40% 54% 54% 77% 259% 8% Mean (De Facto Control) 44% 39% 14% 11% 11% 11% 14% 3% Median (De Facto Control) 44% 40% 14% 13% 13% 10% 10% 3% (2) Mean (Control) 70% 64% 20% 24% 23% 27% 22% 4% Median (Control) 66% 61% 13% 22% 13% 32% 27% 4% ____________________ Source: FactSet and company filings. Note: * sorted based on pre-transaction ownership. 2 CONFIDENTIAL DRAFT (1) Declassification transaction was not completed as Robert Mondavi Corporation was acquired by Constellation Brands on December 22, 2004. (2) Excludes Kaman Corporation transaction value premium to low vote trading price of 259% deemed as an outlier.


Stock Performance Appears to be Driven by Fundamentals Rather than Declassification Transaction Performance vs. S&P 500 1-Year Prior to 5-Days Post 1-Year Post Ann. Date Company Announcement Announcement Announcement 09/18/17 National Research Corporation 102% 9% (1%) 08/24/15 Hubbell (18%) (1%) (2%) 09/13/10 Aaron's (3%) 17% 82% 09/07/05 Sotheby's Holdings 0% 1% 49% 06/07/05 Kaman Corporation 27% 7% 15% 04/15/02 Reader's Digest Association (24%) (1%) (29%) 11/06/00 Continental Airlines 26% (5%) (44%) 12/07/99 Dairy Mart Convenience Store (24%) (4%) 9% 05/04/99 Pacificare Health Systems (18%) 24% (24%) 03/08/99 First Oak Brook Bancshares (46%) (3%) (13%) 06/22/98 Remington Oil and Gas Corporation (34%) (5%) (48%) ____________________ 3 CONFIDENTIAL DRAFT Source: FactSet and company filings. Note: Stock performance calculated relative to unaffected date.


Appendix


Excluded Declassification Transactions Controlling Transaction Aggregate Shareholder Voting Ownership Economic Ownership Value Premium Premium as Ownership of Before After Before After to Low Vote Percentage of Ann. Date Company High Vote Class Transaction Transaction Transaction Transaction Trading Price Market Cap (%) 03/07/13 Tecumseh Products Company 33% 33% 9% 9% 9% 0% 0% 09/12/11 SunPower Corporation 60% 60% 60% 60% 60% 0% 0% 05/19/03 Jo-Ann Stores 25% 25% 24% 24% 24% 15% 7% 04/25/03 Commonwealth Telephone Enterprises 50% 29% 5% 4% 5% 9% 1% 07/25/02 E-Z-EM 64% 64% 57% 57% 57% 0% 0% 05/10/00 Mitchell Energy & Development 64% 64% 57% 57% 57% 0% 0% 08/27/99 infoUSA 42% 41% 41% 41% 41% 0% 0% 03/31/99 The Cherry Corporation 66% 66% 53% 53% 53% 0% 0% 10/06/98 Scott Technologies 33% 30% 15% 15% 15% 0% 0% 06/02/95 NPC International 62% 62% 62% 62% 62% 7% 3% Mean 50% 47% 38% 38% 38% 3% 1% Median 55% 50% 47% 47% 47% 0% 0% *The analysis excluded any transactions where voting ownership did not change from the “control” or “de facto control” category to neither “control” or “de facto control.” ____________________ 4 CONFIDENTIAL DRAFT Source: FactSet and company filings. Note: Excludes declassification transactions that were predicated by M&A transactions.


Stock Performance Appears to be Driven by Fundamentals Rather than Declassification Transaction Performance 1-Year Prior to Performance 5-Days Post Performance 1-Year Post Announcement Announcement Announcement Company S&P 500 Delta vs. Company S&P 500 Delta vs. Company S&P 500 Delta vs. Ann. Date Company Performance Performance S&P 500 Performance Performance S&P 500 Performance Performance S&P 500 09/18/17 National Research Corporation 118% 16% 102% 9% 0% 9% 15% 16% (1%) 08/24/15 Hubbell (19%) (1%) (18%) (0%) 1% (1%) 9% 10% (2%) 09/13/10 Aaron's 3% 6% (3%) 19% 1% 17% 87% 6% 82% 09/07/05 Sotheby's Holdings 11% 11% 0% 2% 1% 1% 54% 5% 49% 06/07/05 Kaman Corporation 33% 7% 27% 7% 0% 7% 20% 5% 15% 04/15/02 Reader's Digest Association (23%) 1% (24%) (3%) (2%) (1%) (52%) (23%) (29%) 11/06/00 Continental Airlines 32% 5% 26% (9%) (4%) (5%) (66%) (22%) (44%) 12/07/99 Dairy Mart Convenience Store (3%) 21% (24%) (5%) (0%) (4%) 3% (6%) 9% 05/04/99 Pacificare Health Systems 3% 21% (18%) 23% (1%) 24% (20%) 4% (24%) 03/08/99 First Oak Brook Bancshares (23%) 23% (46%) (1%) 1% (3%) (5%) 7% (13%) 06/22/98 Remington Oil and Gas Corporation (12%) 23% (34%) (2%) 3% (5%) (27%) 21% (48%) ____________________ 5 CONFIDENTIAL DRAFT Source: FactSet and company filings. Note: Stock performance calculated relative to unaffected date.

Exhibit 107

Calculation of Filing Fee Tables

Schedule 13E-3

(Form Type)

Constellation Brands, Inc.

(Name of the Issuer and Name of Person Filing Statement)

Table 1—Transaction Value

 

     

Transaction

Valuation

     Fee Rate     

Amount of

Filing Fee

 

Fees to Be Paid

   $ 7,008,177,270.00(1)        .0000927      $ 649,658.03  
Fees Previously Paid      N/A                 N/A  

Total Transaction Valuation

     $7,008,177,270.00                    

Total Fees Due for Filing

                     $ 649,658.03  

Total Fees Previously Paid

                       N/A  

Total Fee Offsets

                     $ 510,605.40  

Net Fee Due

                     $ 139,052.63  

Table 2—Fee Offset Claims and Sources

 

               
    

Registrant

or Filer

Name

  Form or
Filing Type
  File Number   Initial Filing Date   Filing Date   Fee Offset
Claimed
 

Fee Paid

with Fee

Offset

Source

               
Fee Offset Claims     Form S-4   333-266434   August 1, 2022     $510,605.40    
               
Fee Offset Sources   Constellation Brands, Inc.   Form S-4   333-266434       August 1, 2022       $510,605.40

 

(1)

This Schedule 13E-3 relates to the registration of shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Constellation Brands, Inc. (the “Company”) into which shares of the Company’s Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), will be reclassified. In accordance with the Securities Exchange Act of 1934, as amended, Rule 0-11(c), the transaction value was calculated as the sum of the product of (a) 23,205,885 issued and outstanding shares of Class B Common Stock as of the close of business on June 24, 2022 to be reclassified and converted into the right to receive a cash payment of $64.64 and one share of Class A Common Stock per share of Class B Common Stock, multiplied by $302.00, the average of the high and low prices of the Company’s Class B Common Stock on July 25, 2022, as reported on the New York Stock Exchange.