M&A: Duckhorn Portfolio, Inc.

Form Type: 15-12G

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525002104

Comments: On January 6, 2025, The Duckhorn Portfolio, Inc. filed a certification and notice of termination of registration under Section 12(g) of the Securities Exchange Act of 1934. This action follows a merger completed on December 24, 2024, whereby Marlee Merger Sub, Inc., a wholly owned subsidiary of Marlee Buyer, Inc., merged with The Duckhorn Portfolio, Inc., allowing the company to continue as a wholly owned subsidiary of Parent. This filing does not report any duty to file under sections 13(a) or 15(d), indicating a cessation in certain reporting requirements post-merger.

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Form Type: SCHEDULE 13D/A

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000095017024140776

Comments: This Amendment No. 1 to Schedule 13D supplements the initial Schedule 13D originally filed on October 11, 2024. On December 24, 2024, Merger Sub merged with The Duckhorn Portfolio, Inc. (the Issuer) resulting in the Company becoming a wholly owned subsidiary of the Parent organization. In this merger, each share of Common Stock was cancelled and converted to cash at $11.10 per share, without interest. Following the merger, the Company's Common Stock was delisted from the New York Stock Exchange and registered under rules concerning termination of registration. The Reporting Person no longer holds any beneficial interest or voting power over the Issuer's Common Stock as a result of this transaction, and ceased being a beneficial owner of over five percent of the Common Stock on the same day the merger was completed.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524284212

Comments: On December 23, 2024, Duckhorn Portfolio, Inc. conducted a virtual special meeting of stockholders to vote on proposals related to the Merger Agreement dated October 6, 2024, involving Duckhorn and Marlee Buyer, Inc. The stockholders were invited to adopt the Merger Agreement, which would result in Duckhorn merging with Marlee Merger Sub, Inc. Duckhorn would continue as the surviving corporation as a wholly owned subsidiary of Parent. A quorum was achieved with approximately 90.35% of shares present. The voting results showed overwhelming support with 130,985,738 votes in favor, 40,797 against, and 1,968,269 abstentions for the Merger Agreement. Additionally, stockholders approved a non-binding advisory proposal on executive compensation related to the Merger Agreement, with 130,451,334 votes in favor. An Adjournment Proposal, seeking to postpone the meeting if needed to gather more votes, also passed with 129,855,014 votes in favor. However, adjournment was not necessary due to sufficient votes for the Merger Agreement.

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Form Type: DEFA14A

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000119312524278712

Comments: On December 13, 2024, Duckhorn Portfolio, Inc. filed an update related to its ongoing merger with Butterfly. Following the filing of the Proxy Statement, multiple litigation matters were reported, including three shareholder complaints concerning the representation of information in the Proxy Statement. These legal actions assert that the Proxy Statement misrepresents or omits material information. The company has received fourteen written demands related to these issues as well. Duckhorn maintains that these allegations lack merit and asserts no further disclosures are necessary beyond those already provided. As part of mitigating potential delays due to litigation, the company has opted to make supplemental disclosures. Additionally, the merger's terms and timing for the special meeting of shareholders have not changed. The filing includes detailed financial projections and evaluations related to the merger, as well as a description of the management forecasts that were utilized to assess the proposal from Butterfly. Pressing forward, the regular updates and revisions are being made to the considerations and financial data presented to ensure comprehensive insights for stockholders ahead of the upcoming vote.

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