Brown-Forman Discloses Duckhorn Portfolio Stake

TL;DR

**Brown-Forman just filed a 13D on Duckhorn Portfolio. Big beverage player watching wine.**

AI Summary

Brown-Forman Corp. has filed a Schedule 13D regarding its ownership in Duckhorn Portfolio, Inc. The filing, dated May 1, 2024, indicates a change in beneficial ownership. Brown-Forman Corp. is a significant player in the beverage industry, and Duckhorn Portfolio, Inc. is also in the same sector.

Why It Matters

This filing signals a potential shift in control or influence for Duckhorn Portfolio, Inc., which could impact its strategic direction and shareholder value, especially given Brown-Forman's established presence in the beverage market.

Risk Assessment

Risk Level: medium — The filing indicates a significant stake, suggesting potential future actions by Brown-Forman that could affect Duckhorn's stock price and strategic independence.

Key Players & Entities

• Brown-Forman Corp. (company) — Filing entity
• Duckhorn Portfolio, Inc. (company) — Subject company
• Michael E. Carr, Jr. (person) — Filing party

FAQ

Key Financial Figures

• $0.01 — ule 13D ") relates to the common stock, $0.01 par value per share (the " Common Stock

Filing Documents

• schedule13dduckhorn.htm (SC 13D) — 94KB
• 0000014693-24-000036.txt ( ) — 96KB

Security and Issuer

Item 1. Security and Issuer. This statement on Schedule 13D (this " Schedule 13D ") relates to the common stock, $0.01 par value per share (the " Common Stock "), of The Duckhorn Portfolio, Inc. (the " Issuer "). The address of the principal executive offices of the Issuer is 1201 Dowdell Lane, Saint Helena, California 94574.

Identity and Background

Item 2. Identity and Background. (a) This Schedule 13D is being filed by Brown-Forman Corporation, a Delaware corporation (the " Reporting Person "). As of the date of this statement, the Reporting Person is the record owner of 31,531,532 shares of Common Stock. The Reporting Person's principal business is to manufacture, distill, bottle, import, export, market, and sell a wide variety of beverage alcohol products under recognized brands. The names of the directors and executive officers of the Reporting Person are set forth on Schedule 1, which is incorporated herein by reference. (b) The business address of the Reporting Person and each of the directors and executive officers of the Reporting Person is 850 Dixie Highway, Louisville, Kentucky 40210. (c) Not applicable to the Reporting Person. The present principal occupation of each of the directors and executive officers of the Reporting Person is set forth on Schedule 1. (d) None of the Reporting Person and the directors and executive officers of Reporting Person set forth on Schedule 1 has been convicted in a criminal proceeding during the last five years. (e) None of the Reporting Person and the directors and executive officers of the Reporting Person set forth on Schedule 1 has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years. (f) The Reporting Person is organized under the laws of the State of Delaware. The citizenship of each of the directors and executive officers of the Reporting Person is set forth on Schedule 1.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. As of the date of this Schedule 13D, the Reporting Person held 31,531,532 shares of Common Stock. 31,531,532 shares of Common Stock were acquired as consideration in the merger of Sonoma-Cutrer Vineyards, Inc., a California corporation and an indirect wholly-owned subsidiary of the Reporting Person (" Sonoma-Cutrer ") with and into Auguste Merger Sub, Inc., a California corporation and an indirect wholly-owned subsidiary of the Issuer (as defined below) (" Merger Sub "), with Sonoma-Cutrer surviving as an indirect wholly-owned subsidiary of the Issuer (the " Merger ") pursuant to that certain Agreement and Plan of Merger, dated as of November 16, 2023 (the " Merger Agreement "), by and among the Issuer, Merger Sub, the Reporting Person, and Sonoma-Cutrer. Pursuant to the Merger, the Issuer acquired Sonoma-Cutrer, which was owned by the Reporting Person.

Purpose of Transaction

Item 4. Purpose of Transaction. The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference. The Reporting Person acquired the Common Stock for investment purposes. Merger Agreement and Lockup Period Pursuant to the terms of the Merger Agreement, the Reporting Person agreed to a standstill provision, pursuant to which, subject to certain exceptions, until the Reporting Person beneficially owns less than 5% of the voting power of the Issuer's outstanding securities, it will not acquire shares of Common Stock representing more than 40% of the voting power of the Issuer's aggregate outstanding securities, will not make or become a participant in any solicitation of proxies, will not form a "group," as defined in Rule 13d-5 of the Securities and Exchange Act of CUSIP No. 26414D106 13D Page 2 of 5 pages 1934, as amended, with respect to the voting of any shares of Common Stock and will not nominate persons for election to the Issuer's board of directors other than pursuant to the Stockholders Agreement (as defined below). In addition, the Reporting Person has agreed, subject to certain exceptions, that it will not sell or otherwise transfer or dispose of shares of Common Stock for a period of 18 months following the effectiveness of the Merger (the " Lock-Up Period "). The Merger became effective on April 30, 2024 (the " Effective Time "). Stockholders Agreement In connection with the Merger, the Issuer entered into an Amended and Restated Stockholders Agreement, dated November 16, 2023 (the " Stockholders Agreement "), by and among the Issuer, the Reporting Person and Mallard Holdco, Inc. (" Mallard "). Pursuant to the terms of the Stockholders Agreement, following the Effective Time, Mallard and the Reporting Person have the right to designate three individuals and two individuals, respectively, for nomination to the Issuer's board of directors. Each of Mallard's and the Reporting Person's nomination rights are subject to step-

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) See Items 7-11 and 13 of the cover page of this Schedule 13D and Item 2 and 3 above. (b) See Items 7-11 and 13 of the cover page of this Schedule 13D and Item 2 and 3 above. (c) Except as described in Items 3 and 4, the Reporting Person has not effected any transactions in the Common Stock during the past 60 days. (d) See Items 7-11 and 13 of the cover page of this Schedule 13D and Item 2 and 3 above. (e) Not applicable.

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 4 above summarizes certain provisions of the Merger Agreement, the Stockholders Agreement and the Registration Rights Agreement and is incorporated herein by reference. A copy of each agreement is attached as an exhibit hereto and incorporated herein by reference. Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the call options, put options, security-based swaps or any other derivative securities, transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. CUSIP No. 26414D106 13D Page 4 of 5 pages

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits Exhibit Number Description 7.1 Agreement and Plan of Merger, dated as of November 16, 2023, by and among the Issuer, Merger Sub, the Reporting Person and Sonoma-Cutrer (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 17, 2023). 7.2 Amended and Restated Stockholders Agreement, dated as of November 16, 2023, by and among the Issuer, Mallard and the Reporting Person (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 17, 2023). 7.3 Amended and Restated Registration Rights Agreement, dated as of November 16, 2023, by and among the Issuer, Mallard and the Reporting Person (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 17, 2023). CUSIP No. 26414D106 13D Page 5 of 5 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 May 1, 2024 Brown-Forman Corporation By s Michael E. Carr, Jr. Name Michael E. Carr, Jr. Title Executive Vice President, General Counsel and Corporate Secretary SCHEDULE I Directors and Executive Officers of the Reporting Person Name Position with the Reporting Person Citizenship Principal Occupation Campbell P. Brown Chair of the Board, Director USA See "Position with the Reporting Person" column Elizabeth M. Brown Director USA President of Dendrifund, Inc. Stuart R. Brown Director USA Managing Partner, Typha Partners, LLC Mark A. Clouse Director USA President and Chief Executive Officer, Campbell Soup Company Marshall B. Farrer Executive Vice President, Chief Strategic Growth Officer, Director USA See "Position with the Reporting Person" column Michael J. Roney Director USA Retired Chief Executive Officer, Bunzl plc Jan E. Singer Director USA Former Chief Executive Officer, J. Crew Tracy L. Skeans Director USA Chief Operating Officer and Chief People Officer, Yum! Brands, Inc. Elizabeth A. Smith Director USA Retired Chief Executive Officer, Bloomin' Brands Michael A. Todman Director USA Retired Vice Chairman, Whirlpool Corporation Lawson E. Whiting President and Chief Executive Officer, Director USA See "Position with the Reporting Person" column Leanne D. Cunningham Executive Vice President, Chief Financial Officer USA See "Position with the Reporting Person" column Kirsten M. Hawley Executive Vice President, Chief People, Places, and Communications Officer USA See "Position with the Reporting Person" column Thomas Hinrichs Executive Vice President, President, Emerging International Germany See "Position with the Reporting Person" column Yiannis Pafilis Executive Vice President, President, Europe Greece See "Position with the Reporting Pers

View Full Filing

View this SC 13D filing on SEC EDGAR