Brown-Forman Amends Duckhorn Portfolio Stake Filing

TL;DR

Brown-Forman filed an update on its Duckhorn stake - check the details.

AI Summary

Brown-Forman Corp. filed an amendment (No. 1) to its Schedule 13D on October 8, 2024, regarding its beneficial ownership of The Duckhorn Portfolio, Inc. The filing indicates a change in reporting, but does not specify the exact number of shares or dollar amount involved in this amendment.

Why It Matters

This amendment signals a potential shift in Brown-Forman's investment strategy or reporting obligations concerning its holdings in Duckhorn Portfolio, a premium wine producer.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate significant changes in a major shareholder's position, potentially impacting the target company's stock.

Key Players & Entities

• Brown-Forman Corp. (company) — Filing party
• The Duckhorn Portfolio, Inc. (company) — Subject company

FAQ

Key Financial Figures

• $0.01 — 3D "), and relates to the common stock, $0.01 par value per share (the " Common Stock

Filing Documents

• b-fschedule13damendmentno1.htm (SC 13D/A) — 47KB
• projectchenille-brownxform.htm (EX-7.4) — 99KB
• 0000014693-24-000158.txt ( ) — 148KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 1 (the "Amendment") amends and supplements the statement on Schedule 13D filed on May 1, 2024 (the " Initial Statement " and, as further amended by this Amendment, the " Schedule 13D "), and relates to the common stock, $0.01 par value per share (the " Common Stock "), of The Duckhorn Portfolio, Inc. (the " Issuer "). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Initial Statement and unless amended hereby, all information in the Initial Statement remains in effect.

Purpose of Transaction

Item 4. Purpose of Transaction. Item 4 of the Initial Statement is hereby amended and supplemented by adding the following at the end of Item 4 of the Initial Statement Voting Agreement On October 6, 2024, the Issuer entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among the Issuer, Marlee Buyer, Inc. (" Parent "), and Marlee Merger Sub, Inc. (" Merger Sub "), pursuant to which Merger Sub will merge with and into the Issuer (the " Merger "), with the Issuer surviving the Merger. In connection with the transactions contemplated by the Merger Agreement, on October 6, 2024, certain investors of the Issuer, including the Reporting Person, in their capacity as stockholders of the Company, each entered into a voting and support agreement (the " Voting Agreement ") with Parent. Under the Voting Agreement, the Reporting Person committed to vote its shares of Common Stock, among other things, in favor of the adoption of the Merger Agreement and against any competing transaction or any other action, agreement or proposal which to its knowledge would reasonably be expected to prevent or materially impede or materially delay the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement. The Voting Agreement also includes certain restrictions on transfer of the shares of Common Stock held by the Reporting Person. The Voting Agreement terminates in certain circumstances, including in connection with the Issuer's termination of the Merger Agreement in order to accept a superior proposal. The stockholders that signed a Voting Agreement, including the Reporting Person, hold shares of Common Stock representing a majority of the Issuer's outstanding voting power as of October 4, 2024. The foregoing summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, filed herewith as Exhibit 7.4.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Initial Statement is hereby amended and supplemented by adding the following at the end of Item 6 of the Initial Statement Item 4 above summarizes certain provisions of the Voting Agreement and is incorporated herein by reference. A copy of the Voting Agreement is attached as an exhibit hereto and incorporated herein by reference. The Reporting Person may be deemed to be a member of a group with Parent and TSG Consumer Partners LLC (" TSG "), who are also stockholders of the Issuer and party to a voting and support agreement, with respect to the Issuer or the Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act ") by virtue of being party to the Voting Agreement. The Reporting Person expressly disclaims (i) any such group membership for purposes of Section 13(d) of the Exchange Act or otherwise and (ii) beneficial ownership, for purposes of Section 13(d) of the Exchange Act or otherwise, over any securities held by Parent and TSG. CUSIP No. 26414D106 13D Page 2 of 3 pages

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits

of the Initial Statement is hereby amended and supplemented as follows

Item 7 of the Initial Statement is hereby amended and supplemented as follows Exhibit Number* Description 7.4 Voting and Support Agreement, dated October 6, 2024, by and between Marlee Buyer, Inc. and Brown-Forman Corporation. CUSIP No. 26414D106 13D Page 3 of 3 pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct. Date October 8, 2024 Brown-Forman Corporation By s Michael E. Carr, Jr. Name Michael E. Carr, Jr. Title Executive Vice President, General Counsel and Secretary

View Full Filing

View this SC 13D/A filing on SEC EDGAR