The Duckhorn Portfolio, Inc. completed the acquisition of Sonoma-Cutrer Vineyards, Inc. from Brown-Forman Corporation (NYSE:BF.B).
April 29, 2024
Share
The Duckhorn Portfolio, Inc. (NYSE:NAPA) entered into a definitive agreement to acquire Sonoma-Cutrer Vineyards, Inc. from Brown-Forman Corporation (NYSE:BF.B) for approximately $400 million on November 16, 2023. Under the terms of the agreement, Brown-Forman will receive 31.5 million shares of the Company?s common stock, valued at approximately $350 million based on a 60-day volume-weighted average price as of November 1, 2023, which represents an ownership percentage of approximately 21.5% of the Company post-closing. Brown-Forman will also receive cash consideration of approximately $50 million, subject to certain adjustments. Upon termination of the Merger Agreement in the event of a change of control of the Company, the Company would be obligated to pay Brown-Forman a termination fee of $5,000,000. As of November 16, 2023, Sonoma-Cutrer Vineyards reported net sales of $84 million for the period ended July 31, 2023. The transaction is anticipated to be completed in the third quarter of the Company?s fiscal year 2024, subject to regulatory approvals and customary closing conditions. Following the execution of the Merger Agreement, Mallard Holdco, Inc. which holds a majority of the outstanding shares of common stock of The Duckhorn Portfolio, executed and delivered to the Company an irrevocable written consent approving the transactions contemplated by the Merger Agreement. The board of directors of Duckhorn and Brown-Forman approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.
Brown-Forman?s financial advisor is Greenhill & Co., LLC and its legal advisors are David M. Wilf of Gibson, Dunn & Crutcher LLP and Coblentz Patch Duffy & Bass LLP. Nomura Securities International, Inc. is acting as the Duckhorn?s financial advisor and Christopher Comeau and Elizabeth Gallucci of Ropes & Gray LLP acting as its legal advisor.
The Duckhorn Portfolio, Inc. (NYSE:NAPA) completed the acquisition of Sonoma-Cutrer Vineyards, Inc. from Brown-Forman Corporation (NYSE:BF.B) on April 30, 2024.
The Duckhorn Portfolio, Inc. is a luxury wine company in North America. The Company offers a curated and comprehensive portfolio of luxury wines with price points ranging from $20 to $230 across more than 15 varietals and 39 appellations. The Companyâs portfolio features some of North Americaâs wineries, including Duckhorn Vineyards, Decoy, Sonoma-Cutrer, Kosta Browne, Goldeneye, Paraduxx, Calera, Migration, Postmark, Canvasback and Greenwing. It sources grapes from its own Estate vineyards and fine growers in Napa Valley, Sonoma County, Anderson Valley, Californiaâs North and Central coasts, Oregon and Washington State. Its wines are available throughout the United States, on five continents, and in more than 50 countries around the world. The Company operates over eleven wineries, ten winemaking facilities, eight tasting rooms and over 2,200 coveted acres of vineyards spanning 38 estate properties.
THE DUCKHORN PORTFOLIO, INC. 
