Duckhorn Portfolio Completes Merger and Financial Arrangements

The Duckhorn Portfolio, Inc., a Delaware corporation, recently underwent a significant corporate event detailed in an 8-K filing with the Securities and Exchange Commission. On December 24, 2024, the company finalized a merger agreement that facilitated its acquisition by Marlee Buyer, Inc., a Delaware corporation acting as the Parent company. The merger, involving affiliate investment funds managed by Butterfly Equity LP, resulted in the formation of a Surviving Corporation, with Duckhorn Portfolio operating as a wholly owned subsidiary of the Parent company.

Concurrent with the merger’s closing, several financial agreements were established. These included a credit agreement entered into by the Parent as the borrower, Marlee Parent, Inc. as holdings, and Duckhorn Portfolio as a guarantor with American AgCredit, PCA. The credit agreement outlined facilities such as an initial term loan and revolving commitments, secured by assets of the borrower and guarantors in accordance with standard procedures.

Additionally, in connection with the merger, Duckhorn Portfolio repaid all obligations under an existing loan agreement, signaling the termination of certain financial liabilities associated with the company pre-merger.

Furthermore, as a result of the acquisition, Duckhorn Portfolio shareholders were compensated at $11.10 per share in cash, with various equity-based instruments being converted into cash awards. The restructuring of stock options and restricted stock units was detailed in the filing, including acceleration of vesting terms and contingent cash payments for unvested options.

Subsequent to the merger’s completion, Duckhorn Portfolio notified the New York Stock Exchange of the transaction, leading to the delisting of the company’s common shares. Following delisting procedures, the Surviving Corporation intends to terminate the registration of its common shares and suspend reporting obligations with the SEC under specific regulatory frameworks.

The acquisition marked a change in control of Duckhorn Portfolio, with the total transaction value estimated at approximately $1.6 billion. Funds for the merger and related transactions were sourced from equity contributions by Butterfly-managed investment funds and proceeds from debt financing arrangements as outlined in the filings.

Key executive and board changes were implemented post-merger, reflecting the new ownership structure. Notable departures and appointments were made within the management team to align with the organizational adjustments post-acquisition.

The 8-K filing also highlighted modifications to the company’s articles of incorporation and bylaws, as well as the issuance of a joint press release by Duckhorn Portfolio and the Parent company, announcing the successful conclusion of the merger transaction.

For additional details on the merger agreement and associated financial transactions, the full 8-K filing can be accessed on the SEC’s website, reflecting Duckhorn Portfolio’s latest corporate developments and the transition under new ownership.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Duckhorn Portfolio’s 8K filing here.

Duckhorn Portfolio Company Profile

The Duckhorn Portfolio, Inc produces and sells wines in North America. The company offers wines under a portfolio of brands, including Duckhorn Vineyards, Decoy, Goldeneye, Paraduxx, Migration, Canvasback, Calera, Kosta Browne, Greenwing, and Postmark. It sells wines to distributors, and directly to retail accounts and consumers.