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THE DUCKHORN PORTFOLIO, INC.

(NAPA)
  Report
Real-time Estimate Cboe BZX  -  01:46 2022-09-29 pm EDT
13.41 USD   -9.45%
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DUCKHORN PORTFOLIO, INC. : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

07/08/2022 | 04:37pm EDT

Item 1.01 Entry into a Material Definitive Agreement

On July 6, 2022 The Duckhorn Portfolio, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") by and among the Company, Credit Suisse Securities (USA) LLC (the "Underwriter") and Mallard Holdco, LLC (the "Selling Stockholder"), relating to the underwritten offering of 5,000,000 shares (the "Offered Shares") of the Company's common stock, par value $0.01 per share, pursuant to the Company's Registration Statement on Form S-3 (File No. 333-266033), filed on July 6, 2022. The Selling Stockholder also granted the Underwriter a 30-day option to purchase up to 750,000 additional shares of Common Stock (the "Option Shares" and, together with the Offered Shares, the "Shares"). All of the Shares are being sold by the Selling Stockholder. Pursuant to the Underwriting Agreement, the Selling Stockholder sold the shares for gross proceeds of approximately $96.3 million. The Company did not receive any proceeds from the offering. The closing of the offering is expected to take place on or about July 11, 2022, subject to the satisfaction of customary closing conditions.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Item 8.01 Other Events

Ropes & Gray LLP, counsel to the Company, has issued an opinion to the Company, dated July 8, 2022, regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K. Certain information relating to Part II, Item 14 "Other Expenses of Issuance and Distribution" of the Registration Statement is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits.



Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated July 6, 2022, by and among the
            Company, the Underwriter and the Selling Stockholder.

 5.1          Opinion of Ropes & Gray LLP

23.1          Consent of Ropes & Gray LLP (included in Exhibit 5.1 above)

99.1          Information relating to Part II, Item 14 "Other Expenses of Issuance
            and Distribution" of the Registration Statement.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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