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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to The Duckhorn Portfolio, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40240 The Duckhorn Portfolio, Inc. (Exact name of registrant as specifie |
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| December 26, 2024 |
Butterfly Completes $1.95 Billion Acquisition of The Duckhorn Portfolio Exhibit 99.1 Butterfly Completes $1.95 Billion Acquisition of The Duckhorn Portfolio LOS ANGELES & ST. HELENA, Calif., December 24, 2024 – Butterfly Equity (“Butterfly”), a Los Angeles-based private equity firm specializing in the food and beverage sector, and The Duckhorn Portfolio, Inc. (“The Duckhorn Portfolio,” “Duckhorn” or the “Company”), today announced the completion of Butterfly’s acquisi |
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| December 26, 2024 |
Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 24, 2024 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Com |
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| December 26, 2024 |
As filed with the Securities and Exchange Commission on December 26, 2024 POS AM As filed with the Securities and Exchange Commission on December 26, 2024 Registration No. |
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| December 26, 2024 |
Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF THE DUCKHORN PORTFOLIO, INC. A Delaware Corporation Adopted: December 24, 2024 ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of The Duckhorn Portfolio, Inc., a Delaware corporation (the “Corporation”) in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington Delaware 19808, in the County of New Castle. |
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| December 26, 2024 |
As filed with the Securities and Exchange Commission on December 26, 2024 As filed with the Securities and Exchange Commission on December 26, 2024 Registration No. |
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| December 26, 2024 |
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THE DUCKHORN PORTFOLIO, INC. ARTICLE ONE EX-3.1 2 d915995dex31.htm EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE DUCKHORN PORTFOLIO, INC. ARTICLE ONE The name of the corporation is The Duckhorn Portfolio, Inc. (the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of |
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| December 26, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 06, 2025, pursuant to the provisions of Rule 12d2-2 (a). |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2024 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Com |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 13, 2024 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Comm |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240. |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40240 The Duckhorn Portfo |
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| December 5, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 5, 2024 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commi |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| December 5, 2024 |
Exhibit 99.1 The Duckhorn Portfolio Announces Fiscal First Quarter 2025 Financial Results Net Sales of $122.9 million, up 19.9% year over year; Net Income of $11.2 million, down 28.1% year over year; Adjusted EBITDA of $48.6 million, up 39.9% year over year; ST. HELENA, CA, December 5, 2024 – (BUSINESS WIRE) – The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the “Company”) today reported its financial r |
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| December 2, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| November 21, 2024 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) The Duckhorn Portfolio, Inc. |
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| November 21, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| November 14, 2024 |
EX-99.1 2 s013024b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| November 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* The Duckhorn Portfolio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 26414D106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| October 11, 2024 |
NAPA / The Duckhorn Portfolio, Inc. / MARLEE BUYER, INC. - SC 13D Activist Investment SC 13D 1 d897009dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* The Duckhorn Portfolio, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 26414D106 (CUSIP Number) Peter Tang Butterfly Equity LP 9595 Wilshire Blvd, Suite 510 Beverly Hills, CA 9 |
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| October 11, 2024 |
Voting and Support Agreement, dated October 6, 2024, by and between the Reporting Person and Parent. EX-99.A 2 d837719dex99a.htm EX-99.A Exhibit A Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of October 6, 2024, by and between Marlee Buyer, Inc., a Delaware corporation (“Parent”), and Mallard Holdco, LLC, a stockholder (the “Stockholder”) of Marlee Merger Sub, Inc., a Delaware corporation (the “Company”). RECITALS |
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| October 11, 2024 |
Joint Filing Agreement, dated as of October 11, 2024, by and among the Reporting Persons. EX-24 2 d897009dex24.htm EX-24 EXHIBIT 24 JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duty execute |
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| October 11, 2024 |
NAPA / The Duckhorn Portfolio, Inc. / Mallard Holdco, LLC - SC 13D Activist Investment SC 13D 1 d837719dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* The Duckhorn Portfolio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 26414D106 (CUSIP Number) Drew Weilbacher Mallard Holdco, LLC c/o TSG Consumer Partners, LLC 1100 Larkspur Landing Circle Suite 360 |
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| October 8, 2024 |
NAPA / The Duckhorn Portfolio, Inc. / BROWN FORMAN CORP - SC 13D/A Activist Investment SC 13D/A 1 b-fschedule13damendmentno1.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Duckhorn Portfolio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 26414D106 (CUSIP Number) Michael E. Carr, Jr. Executive Vice President and General Counsel Brown-Forman Corporati |
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| October 8, 2024 |
EX-7.4 2 projectchenille-brownxform.htm EX-7.4 Confidential Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of October 6, 2024, by and between Marlee Buyer, Inc., a Delaware corporation (“Parent”), and Brown-Forman Corporation, a stockholder (the “Stockholder”) of The Duckhorn Portfolio, Inc., a Delaware corporation (t |
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| October 7, 2024 |
Exhibit 99.1 The Duckhorn Portfolio Announces Fourth Quarter and Fiscal Year 2024 Financial Results Fourth Quarter Net Sales of $107.4 million, an Increase of 7.3% Fourth Quarter Net Income of $11.3 million; Adjusted Net Income of $20.4 million Fourth Quarter Adjusted EBITDA of $39.9 million, an Increase of 16.7% ST. HELENA, CA, October 7, 2024 – (BUSINESS WIRE) – The Duckhorn Portfolio, Inc. (NYS |
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| October 7, 2024 |
Policy for Recoupment of Incentive Compensation of the Registrant Exhibit 97.1 POLICY FOR RECOUPMENT OF INCENTIVE COMPENSATION OF THE DUCKHORN PORTFOLIO, INC. SECTION 1 INTRODUCTION In accordance with Section 10D of the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Board of Directors (the “Board”) of The Duckhorn Portfolio, Inc. (the “Corporation”) has adopted a policy (the “Policy”) providing for the Corporation’s recoupment o |
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| October 7, 2024 |
Exhibit 21.1 SUBSIDIARIES OF THE DUCKHORN PORTFOLIO, INC. Entity Jurisdiction Bootlegger’s Hill, LLC California Canvasback Wine, LLC Delaware Chenoweth Graham, LLC California Domaine M.B., LLC California Duckhorn Wine Company California Heritage Vineyard, LLC Delaware Heritage Wine, LLC Delaware KB Wines Corporation Delaware Mallard Buyer Corporation Delaware Selway Wine Company Delaware Soleil Vi |
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| October 7, 2024 |
EX-99.1 Exhibit 99.1 Butterfly to Acquire Premier North American Luxury Wine Company The Duckhorn Portfolio in $1.95 Billion Transaction Transaction to Accelerate The Duckhorn Portfolio’s Leading Luxury Wine Portfolio and Continue Butterfly’s Strategy of Partnering with Leading Food and Beverage Companies The Duckhorn Portfolio’s Stockholders to Receive $11.10 Per Share in Cash The Duckhorn Portfo |
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| October 7, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 6, 2024 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) |
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| October 7, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| October 7, 2024 |
EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among MARLEE BUYER, INC., MARLEE MERGER SUB, INC. and THE DUCKHORN PORTFOLIO, INC. Dated as of October 6, 2024 Execution Version TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.1. The Merger 2 Section 1.2. Effective Time 2 Section 1.3. The Closing 2 Section 1.4. Effects of the Merger 3 Section 1.5. Certificate of Incorporatio |
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| October 7, 2024 |
Insider Trading Policy of the Registrant EXHIBIT 19.1 INSIDER TRADING POLICY OF THE DUCKHORN PORTFOLIO, INC. SECTION 1 PURPOSE This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of The Duckhorn Portfolio, Inc. (the “Corporation”) and the handling of confidential information about the Corporation and the companies with which the Corporation does business. This Policy is adopted b |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 6, 2024 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commis |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 7, 2024 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commis |
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| October 7, 2024 |
Form of Voting and Support Agreement EX-10.1 Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of October [●], 2024, by and between Marlee Buyer, Inc., a Delaware corporation (“Parent”), and [●]1, a stockholder (the “Stockholder”) of The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”). RECITALS WHEREAS, concurrently with the execution and delive |
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| October 7, 2024 |
Amended and Restated 2021 Employee Stock Purchase Plan EXHIBIT 10.28 THE DUCKHORN PORTFOLIO, INC. 2021 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN 1.DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock, and thereby acquire an |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40240 The Duckhorn Portfolio, Inc. ( |
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| June 6, 2024 |
Exhibit 99.1 The Duckhorn Portfolio Announces Fiscal Third Quarter 2024 Financial Results Net Sales of $92.5 million, up 1.4% year over year; Net Income of $13.3 million, down 20.7% year over year; Adjusted EBITDA of $37.7 million, up 5.3% year over year; Updates Fiscal 2024 Guidance ST. HELENA, CA, June 6, 2024 – (BUSINESS WIRE) – The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the “Company”) today re |
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| June 6, 2024 |
S T R I C T L Y C O N F I D E N T I A L . N O U N A U T H O R I Z E D D I S T R I B U T I O N O R D U P L I C A T I O N . Third Quarter Fiscal Year 2024 Financial Results June 6, 2024 Exhibit 99.2 LEGAL DISCLAIMER This presentation of The Duckhorn Portfolio, Inc. (the “Company”) and the accompanying conference call contain forward-looking statements within the meaning of the federal securities law |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40240 The Duckhorn Portfoli |
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| June 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 June 6, 2024 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commissio |
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| May 22, 2024 |
Beverage Industry Leader Dave Burwick Joins The Duckhorn Portfolio Board of Directors Exhibit 99.1 Beverage Industry Leader Dave Burwick Joins The Duckhorn Portfolio Board of Directors ST. HELENA, Calif., May 22, 2024 – (BUSINESS WIRE) – The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the “Company”) today announced the appointment of Dave Burwick to its Board of Directors, effective May 21, 2024. Burwick brings over 30 years of beverage industry experience, most recently serving as Pres |
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| May 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 21, 2024 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commissio |
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| May 1, 2024 |
Exhibit 99.5 The Duckhorn Portfolio Appoints Interim CEO and Industry Veteran Deirdre Mahlan as President and Chief Executive Officer Welcomes Sonoma-Cutrer Vineyards to The Duckhorn Portfolio Advances Route-to-Consumer Strategy Announces Preliminary Third Quarter 2024 Net Sales ST. HELENA, Calif., May 1, 2024 – (BUSINESS WIRE) – The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the “Company”) today anno |
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| May 1, 2024 |
Report of Independent Auditors Exhibit 99.2 Report of Independent Auditors To the Audit Committee of Brown-Forman Corporation Opinion We have audited the combined financial statements of Sonoma-Cutrer Vineyards (the “Company”), which comprise the combined balance sheet as of April 30, 2023, and the related combined statements of operations, net parent investment and cash flows for the year then ended, and the related notes (col |
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| May 1, 2024 |
Amended and Restated Certificate of Incorporation of The Duckhorn Portfolio, Inc. Exhibit 3.1 Execution Version THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE DUCKHORN PORTFOLIO, INC. The Duckhorn Portfolio, Inc., a Delaware corporation (the “Corporation”), hereby certifies that this Third Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “D |
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| May 1, 2024 |
Exhibit 99.1 The Duckhorn Portfolio Closes Acquisition of Sonoma-Cutrer Vineyards. Adds Two New Members to the Board of Directors ST. HELENA, Calif., May 1, 2024—(BUSINESS WIRE)— The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the “Company”) announced the completion, effective April 30, 2024, of its acquisition of Sonoma-Cutrer Vineyards (“Sonoma-Cutrer”), one of the largest and fastest-growing luxury |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 30, 2024 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commiss |
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| May 1, 2024 |
Exhibit 99.3 Sonoma-Cutrer Vineyards (a Business of Brown-Forman Corporation) Condensed Combined Statements of Operations (Unaudited) (Dollars in thousands) Nine Months Ended January 31, 2023 2024 Net sales $ 63,970 $ 69,670 Cost of sales 34,195 33,276 Gross profit 29,775 36,394 Advertising expenses 2,621 2,291 Selling, general, and administrative expenses 8,278 9,919 Other expense (income), net 4 |
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| May 1, 2024 |
Unaudited Pro Forma Condensed Combined Financial Information Exhibit 99.4 Unaudited Pro Forma Condensed Combined Financial Information On November 16, 2023, The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company” or “Duckhorn”), Auguste Merger Sub, Inc., a California corporation and an indirect wholly-owned subsidiary of the Company (“Merger Sub”), Brown-Forman Corporation, a Delaware corporation (“Brown-Forman”), and Sonoma-Cutrer Vineyards, In |
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| May 1, 2024 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2024, by and among Duckhorn Wine Company (the “Company”), The Duckhorn Portfolio, Inc. (“Parent,” and together with the Company, the “Companies”) and Deirdre Mahlan (the “Executive”), and is effective as of April 30, 2024 (the “Effective Date”). 1. Position and Duties. (a) Effect |
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| May 1, 2024 |
Second Amended and Restated Bylaws of the Company Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF THE DUCKHORN PORTFOLIO, INC. SECTION 1 - STOCKHOLDERS Section 1.1. Annual Meeting. An annual meeting of the stockholders of The Duckhorn Portfolio, Inc., a Delaware corporation (the “Corporation”), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting |
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| May 1, 2024 |
NAPA / The Duckhorn Portfolio, Inc. / BROWN FORMAN CORP - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* The Duckhorn Portfolio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 26414D106 (CUSIP Number) Michael E. Carr, Jr. Executive Vice President and General Counsel Brown-Forman Corporation 850 Dixie Highway Louisville, Kentucky 40210 with |
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| March 28, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement The Duckhorn Por |
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| March 18, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Schedule 14C (Form Type) The Duckhorn Portfolio, Inc. |
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| March 18, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement The Duckhorn Por |
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| March 7, 2024 |
Exhibit 99.1 The Duckhorn Portfolio Announces Fiscal Second Quarter 2024 Financial Results Net Sales of $103.0 million, approximately flat year over year Net Income of $15.9 million, up approximately 6% year over year Adjusted EBITDA of $42.7 million, up approximately 10% year over year Updates Fiscal Year 2024 Guidance ST. HELENA, CA, March 7, 2024 – (BUSINESS WIRE) – The Duckhorn Portfolio, Inc. |
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| March 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40240 The Duckhorn Portfo |
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| March 7, 2024 |
S T R I C T L Y C O N F I D E N T I A L . N O U N A U T H O R I Z E D D I S T R I B U T I O N O R D U P L I C A T I O N . Second Quarter Fiscal Year 2024 Financial Results March 7, 2024 Exhibit 99.2 LEGAL DISCLAIMER This presentation of The Duckhorn Portfolio, Inc. (the “Company”) and the accompanying conference call contain forward-looking statements within the meaning of the federal securities l |
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| March 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 7, 2024 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commissi |
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| February 14, 2024 |
SC 13G/A 1 s013024a.htm SCHEDULE 13G (AMENDMENT NO. 2) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Duckhorn Portfolio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 26414D106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate bo |
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| February 14, 2024 |
NAPA / The Duckhorn Portfolio, Inc. / Mallard Holdco, LLC - SC 13G/A Passive Investment SC 13G/A 1 d46685dsc13ga.htm SC 13G/A CUSIP No. 26414D106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Duckhorn Portfolio, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 26414D106 (CUSIP Number) December 31, 2023 Date of Event Which Requires Filing of this St |
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| February 14, 2024 |
EX-99.1 2 s013024b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| January 24, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 19, 2024 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commi |
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| January 12, 2024 |
Exhibit 10.3 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2024, by and among Duckhorn Wine Company (the “Company”), The Duckhorn Portfolio, Inc. (“Parent,” together with the Company, the “Companies”) and Pete Przybylinski (the “Executive”), and is effective as of January 12, 2024 |
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| January 12, 2024 |
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2024, by and among Duckhorn Wine Company (the “Company”), The Duckhorn Portfolio, Inc. (“Parent,” and together with the Company, the “Companies”) and Jennifer Fall Jung (the “Executive”), and is effective as of January 12, 2024 (the “Ef |
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| January 12, 2024 |
Exhibit 10.2 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2024, by and among Duckhorn Wine Company (the “Company”), The Duckhorn Portfolio, Inc. (“Parent,” together with the Company, the “Companies”) and Sean Sullivan (the “Executive”), and is effective as of January 12, 2024 (th |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 12, 2024 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commi |
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| January 12, 2024 |
Exhibit 10.4 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2024, by and among Duckhorn Wine Company (the “Company”), The Duckhorn Portfolio, Inc. (“Parent,” together with the Company, the “Companies”) and Zach Rasmuson (the “Executive”), and is effective as of January 12, 2024 (th |
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| December 6, 2023 |
Exhibit 99.1 The Duckhorn Portfolio Announces Fiscal First Quarter 2024 Financial Results First Quarter Net Sales of $102.5 million First Quarter Net Income of $15.5 million; Adjusted Net Income of $17.2 million First Quarter Adjusted EBITDA of $34.7 million ST. HELENA, CA, December 6, 2023 – (BUSINESS WIRE) – The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the “Company”) today reported its financial r |
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| December 6, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 6, 2023 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commi |
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| December 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40240 The Duckhorn Portfo |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| November 22, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Com |
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| November 17, 2023 |
Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of THE DUCKHORN PORTFOLIO, INC. dated as of November 16, 2023 TABLE OF CONTENTS Page RECITALS 1 ARTICLE I DEFINITIONS 1 SECTION 1.1. Effective Date 1 SECTION 1.2. Certain Defined Terms 1 SECTION 1.3. Other Interpretive Provisions 4 ARTICLE II CORPORATE GOVERNANCE 4 SECTION 2.1. The Board 4 SECTION 2.2. D&O Insurance; Direct |
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| November 17, 2023 |
The Duckhorn Portfolio Announces an Agreement to Acquire Sonoma-Cutrer Vineyards Exhibit 99.1 The Duckhorn Portfolio Announces an Agreement to Acquire Sonoma-Cutrer Vineyards ST. HELENA, Calif., November 16, 2023—(BUSINESS WIRE)— The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the “Company”) announced today that it has entered into a definitive agreement to acquire Sonoma-Cutrer Vineyards (“Sonoma-Cutrer”), one of the largest luxury Chardonnay wineries in the U.S., from Brown-Forma |
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| November 17, 2023 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among THE DUCKHORN PORTFOLIO, INC., AUGUSTE MERGER SUB, INC., BROWN-FORMAN CORPORATION, and SONOMA-CUTRER VINEYARDS, INC. Dated as of November 16, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Certain Defined Terms 2 Section 1.2 Table of Definitions 15 ARTICLE II THE MERGER 18 Section 2.1 The Merger 18 Section 2.2 |
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| November 17, 2023 |
Exhibit 99.2 The Duckhorn Portfolio Announces an Agreement to Acquire Sonoma-Cutrer Vineyards November 16, 2023 S T R I C T L Y C O N F I D E N T I A L . N O U N A U T H O R I Z E D D I S T R I B U T I O N O R D U P L I C A T I O N . LEGAL DISCLAIMER This presentation of The Duckhorn Portfolio, Inc. (the “Company”) and the accompanying conference call contain forward-looking statements within the |
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| November 17, 2023 |
Exhibit 10.2 EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE DUCKHORN PORTFOLIO, INC. AND CERTAIN STOCKHOLDERS DATED AS OF NOVEMBER 16, 2023 TABLE OF CONTENTS ARTICLE I EFFECTIVENESS 1 Section 1.1. Effectiveness 1 ARTICLE II DEFINITIONS 1 Section 2.1. Definitions 1 Section 2.2. Other Interpretive Provisions 5 ARTICLE III REGISTRATION RIGHTS 6 Section 3.1. Dema |
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| October 19, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fi |
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| September 27, 2023 |
Exhibit 10.2 September 27, 2023 Deirdre Mahlan Dear Deirdre: This letter (this “Agreement”) confirms the terms of your engagement to provide consulting services to Duckhorn Wine Company (the “Company”) and The Duckhorn Portfolio, Inc. (the “Parent” and, together with the Company, “Companies”). 1.Services. Effective as of September 27, 2023 (the “Effective Date”), you will provide certain consultin |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40240 The Duckhorn Portfolio, Inc. ( |
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| September 27, 2023 |
S T R I C T L Y C O N F I D E N T I A L . N O U N A U T H O R I Z E D D I S T R I B U T I O N O R D U P L I C A T I O N . Fourth Quarter and Fiscal Year 2023 Financial Results September 27, 2023 LEGAL DISCLAIMER This presentation of The Duckhorn Portfolio, Inc. (the “Company”) and the accompanying conference call contain forward-looking statements within the meaning of the federal securities laws, |
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| September 27, 2023 |
Agreement between The Duckhorn Portfolio, Inc., Duckhorn Wine Company and Exhibit 10.26 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 23, 2023 by and among Duckhorn Wine Company (the “Company”), The Duckhorn Portfolio, Inc. (“Parent,” and together with the Company, the “Companies”) and Jennifer Fall Jung (the “Executive”), and is effective as of the day the Executive actually commences employment with the Companies |
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| September 27, 2023 |
Exhibit 10.1 September 24, 2023 Alex Ryan Dear Alex: As we have discussed, you are resigning from your employment with Duckhorn Wine Company (the “Company”) and The Duckhorn Portfolio, Inc. (the “Parent” and, together with the Company, “Companies”), effective as of September 27, 2023 (the “Resignation Date”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Amen |
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| September 27, 2023 |
Exhibit 99.1 The Duckhorn Portfolio Announces Fourth Quarter and Fiscal Year 2023 Financial Results Fourth Quarter Net Sales of $100.1 million, an Increase of 28% Fourth Quarter Net Income of $17.8 million; Adjusted Net Income of $16.7 million Fourth Quarter Adjusted EBITDA of $34.2 million, an Increase of 54% Introduces Fiscal Year 2024 Guidance ST. HELENA, CA, September 27, 2023 – (BUSINESS WIRE |
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| September 27, 2023 |
Exhibit 99.1 Alex Ryan Retires as CEO of The Duckhorn Portfolio, Inc. Board Appoints Industry Veteran Deirdre Mahlan Interim CEO, Initiates Search for New Leader ST. HELENA, CA, September 27, 2023 – (BUSINESS WIRE) – The Duckhorn Portfolio, Inc. (“Duckhorn,” NYSE: NAPA) today announced that Alex Ryan is retiring from his role as President, Chief Executive Officer and Chairman of the company. The D |
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| September 27, 2023 |
Exhibit 21.1 SUBSIDIARIES OF THE DUCKHORN PORTFOLIO, INC. Entity Jurisdiction Bootlegger’s Hill, LLC California Canvasback Wine, LLC Delaware Chenoweth Graham, LLC California Domaine M.B., LLC California Duckhorn Wine Company California Heritage Vineyard, LLC Delaware Heritage Wine, LLC Delaware KB Wines Corporation Delaware Mallard Buyer Corporation Delaware Selway Wine Company Delaware Waterfowl |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 24, 2023 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Com |
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| September 27, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 27, 2023 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Com |
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| September 27, 2023 |
Exhibit 10.27 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2021 by and among Duckhorn Wine Company (the “Company”), The Duckhorn Portfolio, Inc. (“Parent,” together with the Company, the “Companies”) and Sean Sullivan (the “Executive”), and is effective as of the day prior to the date on which Pa |
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| June 8, 2023 |
Amended and Restated Certificate of Incorporation of The Duckhorn Portfolio, Inc Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE DUCKHORN PORTFOLIO, INC. The Duckhorn Portfolio, Inc., a Delaware corporation (the “Corporation”), hereby certifies that this Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), and that: A. The name o |
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| June 8, 2023 |
Second Amendment To Amended and Restated First Lien Loan and Security Agreement Exhibit 10.3 SECOND AMENDMENT TO AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of May 2, 2023, and is entered into by and among SELWAY WINE COMPANY, a Delaware corporation (“Intermediate Holdco”), MALLARD BUYER CORP., a Delaware corporation (“Borrower Agent”), each othe |
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| June 8, 2023 |
Exhibit 99.1 The Duckhorn Portfolio Announces Third Quarter 2023 Financial Results Raises Fiscal Year 2023 Outlook Net Sales of $91.2 million Net Income of $16.8 million; Adjusted Net Income of $19.0 million Adjusted EBITDA of $35.8 million St. Helena, CA, June 8, 2023 – The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the “Company”) today reported its financial results for the three months ended April |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission file number 001-40240 The Duckhor |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 June 8, 2023 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commissio |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 23, 2023 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commissio |
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| May 23, 2023 |
EX-99.1 2 exhibit991.htm EX-99.1 Exhibit 99.1 THE DUCKHORN PORTFOLIO NAMES JENNIFER FALL JUNG CHIEF FINANCIAL OFFICER Former Funko CFO Joins The Duckhorn Portfolio Executive Leadership Team St. Helena, CA, May 23, 2023 — The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the “Company”), North America’s premier luxury wine company, today announced Jennifer Fall Jung has been appointed Executive Vice Presid |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 2, 2023 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commission |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 4, 2023 Date of Report (Date of earliest event reported) The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commission |
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| May 4, 2023 |
Exhibit 99.1 The Duckhorn Portfolio, Inc. to Acquire North Coast Winery and Vineyards Acquisition of North Coast Wine Production Facility Will Expand Production Capacity ST. HELENA, Calif., May 4, 2023-(BUSINESS WIRE) - The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the “Company”) announced today that it has entered into a definitive agreement to acquire a production winery and planted vineyards in Al |
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| April 5, 2023 |
EX-1.1 Exhibit 1.1 Execution Version The Duckhorn Portfolio, Inc. 6,000,000 Shares of Common Stock Underwriting Agreement April 3, 2023 Goldman Sachs & Co. LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”), propo |
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| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commiss |
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| April 5, 2023 |
424B7 Table of Contents File Pursuant to Rule 424(b)(7) Registration No. 333-266033 PROSPECTUS SUPPLEMENT (To Prospectus dated July 6, 2022) 6,000,000 Shares COMMON STOCK The selling stockholder listed in this prospectus supplement is offering 6,000,000 shares of our common stock. We will not receive any proceeds from the sale of our common stock by the selling stockholder. Investing in our common |
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| April 5, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 ASR (Form Type) THE DUCKHORN PORTFOLIO, INC. |
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| April 3, 2023 |
Subject to Completion, dated April 3, 2023. 424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-266033 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor are they soliciting offers to buy these securities in any jurisdiction where the offer or sale is not pe |
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| March 8, 2023 |
EX-99.1 2 fy23q2-ex991earningsrelea.htm EX-99.1 Exhibit 99.1 The Duckhorn Portfolio Announces Second Quarter 2023 Financial Results Net Sales of $103.5 million Net Income of $14.9 million; Adjusted Net Income of $21.1 million Adjusted EBITDA of $38.8 million Raises Fiscal Year 2023 Net Sales, Adjusted EBITDA and Adjusted EPS Guidance St. Helena, CA, March 8, 2023 – The Duckhorn Portfolio, Inc. (NY |
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| March 8, 2023 |
First Amendment To Amended and Restated First Lien Loan and Security Agreement Exhibit 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of February 6, 2023, and is entered into by and among SELWAY WINE COMPANY, a Delaware corporation (“Intermediate Holdco”), MALLARD BUYER CORP., a Delaware corporation (“Borrower Agent”), each o |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation or organi |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission file number 001-40240 The Duckh |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of |
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| February 14, 2023 |
NAPA / Duckhorn Portfolio Inc / Mallard Holdco, LLC - SC 13G/A Passive Investment SC 13G/A 1 d258262dsc13ga.htm SC 13G/A CUSIP No. 26414D106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Duckhorn Portfolio, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 26414D106 (CUSIP Number) December 31, 2022 Date of Event Which Requires Filing of this S |
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| February 14, 2023 |
SC 13G/A 1 d020823a.htm SCHEDULE 13G (AMENDMENT NO. 1) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Duckhorn Portfolio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 26414D106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate bo |
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| February 14, 2023 |
EX-99.1 2 d020823b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| January 24, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE DUCKHORN PORTFOLIO, INC. The Duckhorn Portfolio, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Company |
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| January 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Comm |
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| December 30, 2022 |
Exhibit 10.29 EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of March 8, 2022 by and among Duckhorn Wine Company (the ?Company?), The Duckhorn Portfolio, Inc. (?Parent,? together with the Company, the ?Companies?) and Gayle Bartscherer (the ?Executive?), and is effective as of the day the Executive actually commences employment with the |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40240 The Duckhorn Portfolio, Inc. |
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| December 7, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation or org |
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| December 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40240 The Duck |
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| December 7, 2022 |
The Duckhorn Portfolio Announces Planned CFO Retirement in Spring 2023 and Transition Plan Exhibit 99.1 The Duckhorn Portfolio Announces Planned CFO Retirement in Spring 2023 and Transition Plan St. Helena, CA, December 7, 2022 ? The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the ?Company?) announced today that Lori Beaudoin, Executive Vice President, Chief Financial Officer, intends to retire in the spring of 2023 after more than thirteen years with the Company. The Company has launched a |
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| December 7, 2022 |
Exhibit 99.1 The Duckhorn Portfolio Announces First Quarter 2023 Financial Results Net Sales of $108.2 million Net Income of $19.8 million; Adjusted Net Income of $20.5 million Adjusted EBITDA of $35.7 million Reaffirms Fiscal Year 2023 Guidance St. Helena, CA, December 7, 2022 ? The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the ?Company?) today reported its financial results for the three months end |
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| December 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation or org |
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| November 23, 2022 |
DEFA14A 1 ny20005446x3defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Onl |
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| November 23, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by |
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| November 10, 2022 |
PRE 14A 1 ny20005446x1pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only ( |
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| November 4, 2022 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENT Dated as of November 4, 2022 $675,832,500 SELWAY WINE COMPANY, as Intermediate Holdco MALLARD BUYER CORP., AND CERTAIN OTHER PERSONS FROM TIME TO TIME PARTY HERETO, as Borrowers BANK OF THE WEST, as Administrative Agent and Collateral Agent, BANK OF THE WEST, AMERICAN AGCREDIT, PCA, COMPEER FINANCIAL, PCA as |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2022 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Comm |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40240 The Duckhorn Portfolio, Inc. ( |
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| September 28, 2022 |
Exhibit 21.1 SUBSIDIARIES OF THE DUCKHORN PORTFOLIO, INC. Entity Jurisdiction Bootlegger?s Hill, LLC California Canvasback Wine, LLC Delaware Chenoweth Graham, LLC California Domaine M.B., LLC California Duckhorn Wine Company California Heritage Vineyard, LLC Delaware Heritage Wine, LLC Delaware KB Wines Corporation Delaware Mallard Buyer Corporation Delaware Selway Wine Company Delaware Waterfowl |
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| September 28, 2022 |
T H E S T A N D A R D F O R A M E R I C A N F I N E W I N E F O U R T H Q U A R T E R A N D F I S C A L Y E A R 2 0 2 2 F I N A N C I A L R E S U L T S SEPTEMBER 28 , 2022 LEGAL DISCLAIMER This presentation of The Duckhorn Portfolio, Inc. |
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| September 28, 2022 |
Exhibit 10.27 AMENDMENT NUMBER EIGHT TO FIRST LIEN LOAN AND SECURITY AGREEMENT This AMENDMENT NUMBER EIGHT TO FIRST LIEN LOAN AND SECURITY AGREEMENT (this ?Amendment?) is dated as of August 30, 2022, and is entered into by and among SELWAY WINE COMPANY, a Delaware corporation (upon the Seventh Amendment Effective Date, the ?Intermediate Holdco?), MALLARD BUYER CORP., a Delaware corporation (?Borro |
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| September 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation or o |
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| September 28, 2022 |
Exhibit 99.1 The Duckhorn Portfolio Announces Fourth Quarter and Fiscal Year 2022 Financial Results Fourth Quarter Net Sales of $78.0 million Fourth Quarter Gross Margin Expands 190 Basis Points; Adjusted Gross Margin Expands 280 Basis Points Fourth Quarter Net Income of $5.4 million; Adjusted Net Income of $9.0 million Fourth Quarter Adjusted EBITDA of $22.3 million Introduces Fiscal Year 2023 Gu |
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| September 2, 2022 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2022 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commi |
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| July 8, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 ASR (Form Type) THE DUCKHORN PORTFOLIO, INC. |
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| July 8, 2022 |
Information Relating to Part II. Exhibit 99.1 Information Relating to Part II. Item 14. ? Other Expenses of Issuance and Distribution The expenses in connection with the offer and sale of common stock of The Duckhorn Portfolio, Inc., registered pursuant to the Registration Statement on Form S-3ASR (Registration No. 333-266033) filed on July 6, 2022, other than underwriting discounts and commissions, are set forth in the following |
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| July 8, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2022 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commissi |
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| July 8, 2022 |
EX-1.1 2 d566328dex11.htm EX-1.1 Exhibit 1.1 Execution Version The Duckhorn Portfolio, Inc. 5,000,000 Shares of Common Stock Underwriting Agreement July 6, 2022 Credit Suisse Securities (USA) LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Ladies and Gentlemen: The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of The Duckhorn Portfolio, Inc. |
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| July 8, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-266033 PROSPECTUS SUPPLEMENT (To Prospectus dated July 6, 2022) 5,000,000 Shares COMMON STOCK The selling stockholder listed in this prospectus supplement is offering 5,000,000 shares of our common stock. We will not receive any proceeds from the sale of our common stock by the selling stockholder. Investing in our common stoc |
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| July 7, 2022 |
Subject to Completion, dated July 6, 2022. Table of Contents Filed Pursuant to Rule 424(b)(7) Registration File No. 333-266033 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor are they soliciting offers to buy these securities in any jurisdiction where the offer or sale is not per |
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| July 6, 2022 |
Exhibit 4.6 THE DUCKHORN PORTFOLIO, INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Est |
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| July 6, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) The Duckhorn Portfolio, Inc. |
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| July 6, 2022 |
As filed with the Securities and Exchange Commission on July 6, 2022 Table of Contents As filed with the Securities and Exchange Commission on July 6, 2022 Registration No. |
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| June 2, 2022 |
Exhibit 99.1 The Duckhorn Portfolio Announces Third Quarter 2022 Financial Results Net Sales of $91.6 million Net Income of $15.6 million; Adjusted Net Income of $19.2 million Adjusted EBITDA of $32.9 million Raises Fiscal Year 2022 Net Sales and Profitability Outlook St. Helena, CA, June 2, 2022 ? The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the ?Company?) today reported its financial results for t |
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| June 2, 2022 |
Amended and Restated 2021 Employee Stock Purchase Plan Exhibit 10.1 THE DUCKHORN PORTFOLIO, INC. 2021 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN 1.DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2.PURPOSE The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock, and thereby acquire an in |
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| June 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2022 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation or organiz |
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| June 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40240 The Duckho |
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| March 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation or organ |
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| March 10, 2022 |
Exhibit 99.1 The Duckhorn Portfolio Announces Second Quarter 2022 Financial Results Net Sales Increase 18.0% Net Income of $17.9 million; Adjusted Net Income of $19.5 million Adjusted EBITDA of $34.3 million Raises Fiscal Year 2022 Guidance St. Helena, CA, March 10, 2022 ? The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the ?Company?) today reported its financial results for the three months ended Janu |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40240 The Duck |
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| February 11, 2022 |
EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| February 11, 2022 |
NAPA / Duckhorn Portfolio Inc / Select Equity Group, L.P. - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Duckhorn Portfolio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 26414D106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 11, 2022 |
AGREEMENT OF REPORTING PERSONS EXHIBIT 99.2 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each |
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| February 4, 2022 |
NAPA / Duckhorn Portfolio Inc / Mallard Holdco, LLC - SC 13G Passive Investment SC 13G CUSIP No. 26414D106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Duckhorn Portfolio, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 26414D106 (CUSIP Number) December 31, 2021 Date of Event Which Requires Filing of this Statement Check the appropriate bo |
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| January 19, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2022 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Comm |
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| January 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini |
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| December 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2021 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation or org |
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| December 8, 2021 |
Exhibit 99.1 The Duckhorn Portfolio Announces First Quarter 2022 Financial Results Net Sales Increase 13.7% Gross Margins Expand Nearly 200 Basis Points Net Income of $21.3 million; Adjusted Net Income of $23.5 million Adjusted EBITDA of $38.1 million St. Helena, CA, December 8, 2021 ? The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the ?Company?), today reported its financial results for the three mon |
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| December 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40240 The Duck |
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| December 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2021 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation or org |
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| November 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def |
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| November 23, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule |
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| October 15, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(4) Registration File No. 333-260191 Prospectus 12,000,000 shares Common stock The selling stockholders identified in this prospectus are offering 12,000,000 shares of our common stock. We are not selling any shares of common stock under this prospectus, and we will not receive any of the proceeds from the sale of the shares being sold by the selling |
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| October 12, 2021 |
The Duckhorn Portfolio, Inc. 1201 Dowdell Lane Saint Helena, CA 94574 October 12, 2021 CORRESP 1 filename1.htm The Duckhorn Portfolio, Inc. 1201 Dowdell Lane Saint Helena, CA 94574 October 12, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kevin Stertzel Re: The Duckhorn Portfolio, Inc. Registration Statement on Form S-1 File No. 333-260191 Acceleration Request Requested Date: October 14, 2021 Re |
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| October 12, 2021 |
October 12, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kevin Stertzel Re: The Duckhorn Portfolio, Inc. Registration Statement on Form S-1 File No. 333-260191 Acceleration Request Requested Date: October 14, 2021 Requested Time: 4:00 p.m., Eastern Standard Time Ladies and Gentlemen: In accordance with Rule 461 un |
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| October 12, 2021 |
As filed with the Securities and Exchange Commission on October 12, 2021 Table of Contents As filed with the Securities and Exchange Commission on October 12, 2021 Registration No. |
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| October 12, 2021 |
Form of Underwriting Agreement EX-1.1 2 d184163dex11.htm EX-1.1 Exhibit 1.1 The Duckhorn Portfolio, Inc. [ ● ] Shares of Common Stock Underwriting Agreement [ ● ], 2021 J.P. Morgan Securities LLC Credit Suisse Securities (USA) LLC Jefferies LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Credit Suisse Securities (USA) L |
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| October 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-40240 The Duckhorn Portfolio, Inc. (Exact name of registran |
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| October 4, 2021 |
Exhibit 10.18 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of March 8, 2021 by and among Duckhorn Wine Company (the ?Company?), The Duckhorn Portfolio, Inc. (?Parent,? together with the Company, the ?Companies?) and Pete Przybylinski (the ?Executive?), and is effective as of the day prior to the date on whic |
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| October 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2021 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commi |
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| October 4, 2021 |
Exhibit 99.1 The Duckhorn Portfolio Announces Fourth Quarter and Fiscal Year 2021 Financial Results Fourth Quarter Net Sales Increase 36% Fourth Quarter Net Income of $7.4 million; Adjusted Net Income of $9.2 million Fourth Quarter Adjusted EBITDA of $18.4 million Introduces Fiscal Year 2022 Guidance St. Helena, CA, October 4, 2021 ? The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the ?Company?), today |
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| October 4, 2021 |
Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK General The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our amended and restated certificate of incorporation and our amended and restated bylaws, each previously filed with the Securities and Exchange Commission and incorporated by reference as an exhibit to the Annual Report on |
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| October 4, 2021 |
Exhibit 21.1 SUBSIDIARIES OF THE DUCKHORN PORTFOLIO, INC. Entity Jurisdiction Selway Wine Company Delaware Mallard Buyer Corporation Delaware Heritage Wine, LLC Delaware Duckhorn Wine Company California Canvasback Wine, LLC Delaware Waterfowl Wine, LLC Delaware KB Wines Corporation Delaware Domaine M.B., LLC California Chenoweth Graham, LLC California Bootlegger?s Hill, LLC California |
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| June 21, 2021 |
Table of Contents CONFIDENTIAL TREATMENT REQUESTED BY THE DUCKHORN PORTFOLIO, INC. |
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| June 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-40240 The Duckhorn Portfolio, Inc. (Exact name of |
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| June 7, 2021 |
Exhibit 99.1 The Duckhorn Portfolio Announces Third Quarter 2021 Financial Results Net Sales Increase 32% Net Income of $9.0 million; Adjusted Net Income of $17.9 million Adjusted EBITDA of $32.9 million St. Helena, CA, June 7, 2021 ? The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the ?Company?), today reported its financial results for the three months ended April 30, 2021. Third Quarter 2021 Highlig |
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| June 7, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2021 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commissi |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commissi |
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| March 30, 2021 |
Amended and Restated Certificate of Incorporation of The Duckhorn Portfolio, Inc. Exhbit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE DUCKHORN PORTFOLIO, INC. The Duckhorn Portfolio, Inc., a Delaware corporation (the ?Corporation?), hereby certifies that this Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the ?DGCL?), and that: A. The name of |
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| March 30, 2021 |
The Duckhorn Portfolio, Inc. 2021 Employee Stock Purchase Plan. EX-10.4 7 d168453dex104.htm EX-10.4 Exhibit 10.4 THE DUCKHORN PORTFOLIO, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock, and ther |
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| March 30, 2021 |
The Duckhorn Portfolio, Inc. 2021 Equity Incentive Plan. Exhibit 10.3 THE DUCKHORN PORTFOLIO, INC. 2021 EQUITY INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. 3. ADMIN |
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| March 30, 2021 |
Exhibit 10.2 STOCKHOLDERS AGREEMENT of THE DUCKHORN PORTFOLIO, INC. dated as of March 17, 2021 TABLE OF CONTENTS Page RECITALS 1 ARTICLE I DEFINITIONS 1 SECTION 1.1. Effective Date 1 SECTION 1.2. Certain Defined Terms 1 SECTION 1.3. Other Interpretive Provisions 2 ARTICLE II CORPORATE GOVERNANCE 3 SECTION 2.1. The Board 3 SECTION 2.2. D&O Insurance; Director Indemnification 4 ARTICLE III REPRESENT |
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| March 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2021 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40240 81-3866305 (State or other jurisdiction of incorporation) (Commis |
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| March 30, 2021 |
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE DUCKHORN PORTFOLIO, INC. AND CERTAIN STOCKHOLDERS DATED AS OF MARCH 17, 2021 TABLE OF CONTENTS ARTICLE I EFFECTIVENESS 1 Section 1.1. Effectiveness 1 ARTICLE II DEFINITIONS. 1 Section 2.1. Definitions 1 Section 2.2. Other Interpretive Provisions 5 ARTICLE III REGISTRATION RIGHTS 5 Section 3.2. Demand Registration 5 Section 3.3. Shelf Regi |
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| March 30, 2021 |
Amended and Restated Bylaws of The Duckhorn Portfolio, Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF THE DUCKHORN PORTFOLIO, INC. SECTION 1 - STOCKHOLDERS Section 1.1. Annual Meeting. An annual meeting of the stockholders of The Duckhorn Portfilio, Inc., a Delaware corporation (the ?Corporation?), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall |
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| March 19, 2021 |
20,000,000 shares Common stock Table of Contents The information in this prospectus is not complete and may be changed. |
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| March 19, 2021 |
As filed with the Securities and Exchange Commission on March 19, 2021 Registration No. |
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| March 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 The Duckhorn Portfolio, Inc. (Exact name of registrant as specified in its charter) Delaware 81-3866305 (State of Incorporation) (I.R.S. Employer Identification No.) 1201 Dowdell Lane Saint Helen |
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| March 15, 2021 |
The Duckhorn Portfolio, Inc. 1201 Dowdell Lane Saint Helena, CA 94574 March 15, 2021 CORRESP 1 filename1.htm The Duckhorn Portfolio, Inc. 1201 Dowdell Lane Saint Helena, CA 94574 March 15, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: The Duckhorn Portfolio, Inc. Registration Statement on Form S-1 File No. 333-253412 Acceleration Request Requested Date: March 17, 2021 Requested Time: 4:00 p.m., Easte |
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| March 15, 2021 |
CORRESP 1 filename1.htm J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Jefferies LLC 520 Madison Avenue New York, New York 10022 March 15, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Sherry Haywood, Staff Atto |
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| March 10, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on March 10, 2021 Registration No. |
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| March 10, 2021 |
CORRESP 1 filename1.htm ROPES & GRAY LLP THREE EMBARCADERO CENTER SAN FRANCISCO, CA 94111-4006 WWW.ROPESGRAY.COM March 10, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Sherry Haywood, Staff Attorney Re: The Duckhorn Portfolio, Inc. Amendment No. 1 to Regist |
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| March 10, 2021 |
Exhibit 10.16 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of March 8, 2021 by and among Duckhorn Wine Company (the ?Company?), The Duckhorn Portfolio, Inc. (?Parent,? together with the Company, the ?Companies?) and Lori Beaudoin (the ?Executive?), and is effective as of the day prior to th |
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| March 10, 2021 |
Form of Non-Statutory Stock Option Agreement under the 2021 Equity Incentive Plan Exhibit 10.5 Name: Number of Shares of Stock subject to the Stock Option: Exercise Price Per Share: $ Date of Grant: [Vesting Commencement Date:] THE DUCKHORN PORTFOLIO, INC. 2021 EQUITY INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT This agreement (this ?Agreement?) evidences a stock option granted by The Duckhorn Portfolio, Inc., a Delaware corporation (the ?Company?), to the individual nam |
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| March 10, 2021 |
The Duckhorn Portfolio, Inc. 2021 Equity Incentive Plan Exhibit 10.4 THE DUCKHORN PORTFOLIO, INC. 2021 EQUITY INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. 3. ADMIN |
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| March 10, 2021 |
Form of Restricted Stock Unit Agreement under the 2021 Equity Incentive Plan Exhibit 10.6 Name: Number of Restricted Stock Units: Date of Grant: [Vesting Commencement Date:] THE DUCKHORN PORTFOLIO, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This agreement (this ?Agreement?) evidences a grant (the ?Award?) of Restricted Stock Units (?RSUs?) by The Duckhorn Portfolio, Inc., a Delaware corporation (the ?Company?), to the individual named above (the ?Parti |
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| March 10, 2021 |
Exhibit 10.15 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of March 8, 2021 by and among Duckhorn Wine Company (the ?Company?), The Duckhorn Portfolio, Inc. (?Parent,? together with the Company, the ?Companies?) and Alex Ryan (the ?Executive?), and is effective as of the day prior to the da |
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| March 10, 2021 |
Exhibit 10.17 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of March 8, 2021 by and among Duckhorn Wine Company (the ?Company?), The Duckhorn Portfolio, Inc. (?Parent,? together with the Company, the ?Companies?) and Zach Rasmuson (the ?Executive?), and is effective as of the day prior to th |
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| March 10, 2021 |
Form of Underwriting Agreement Exhibit 1.1 The Duckhorn Portfolio, Inc. [ ? ] Shares of Common Stock Underwriting Agreement [ ? ], 2021 J.P. Morgan Securities LLC Credit Suisse Securities (USA) LLC Jefferies LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York |
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| March 10, 2021 |
The Duckhorn Portfolio, Inc. 2021 Employee Stock Purchase Plan Exhibit 10.20 THE DUCKHORN PORTFOLIO, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock, and thereby acquire an interest in the Comp |
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| March 3, 2021 |
Form of Registration Rights Agreement Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE DUCKHORN PORTFOLIO, INC. AND CERTAIN STOCKHOLDERS DATED AS OF [ ], 2021 TABLE OF CONTENTS ARTICLE I EFFECTIVENESS 1 Section 1.1. Effectiveness 1 ARTICLE II DEFINITIONS 1 Section 2.1. Definitions 1 Section 2.2. Other Interpretive Provisions 5 ARTICLE III REGISTRATION RIGHTS 5 Section 3.2. Demand Registration 5 Section 3.3. Shelf Registrati |
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| March 3, 2021 |
Subsidiaries of the Registrant EXHIBIT 21.1 SUBSIDIARY LIST Name of Subsidiary Jurisdiction of Incorporation Bootlegger?s Hill, LLC California Canvasback Wine, LLC Delaware Chenoweth Graham, LLC California Domaine M.B., LLC California Duckhorn Wine Company California Heritage Wine, LLC Delaware Heritage Vineyard, LLC Delaware KB Wines Corporation Delaware Mallard Buyer Corporation Delaware Selway Wine Company Delaware Waterfowl |
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| March 3, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on March 3, 2021 Registration No. |
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| March 3, 2021 |
Form of Stockholders Agreement Exhibit 10.2 STOCKHOLDERS AGREEMENT of THE DUCKHORN PORTFOLIO, INC. dated as of [?], 2021 TABLE OF CONTENTS Page RECITALS 1 ARTICLE I DEFINITIONS 1 SECTION 1.1. Effective Date 1 SECTION 1.2. Certain Defined Terms 1 SECTION 1.3. Other Interpretive Provisions 2 ARTICLE II CORPORATE GOVERNANCE 3 SECTION 2.1. The Board 3 SECTION 2.2. D&O Insurance; Director Indemnification 4 ARTICLE III REPRESENTATION |
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| March 3, 2021 |
Form of Director Indemnification Agreement Exhibit 10.3 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is made and entered into as of [?], 2021, by and among The Duckhorn Portfolio, Inc., a Delaware corporation (the ?Company?), and [NAME OF DIRECTOR/OFFICER] (?Indemnitee?). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of |
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| March 3, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE DUCKHORN PORTFOLIO, INC. The Duckhorn Portfolio, Inc., a Delaware corporation (the ?Corporation?), hereby certifies that this Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the ?DGCL?), and that: A. The name o |
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| March 3, 2021 |
Form of Common Stock Certificate Exhibit 4.1 NUMBER SHARES INCORPORATED UNDER THE CUSIP 000000 000 LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS THE DUCKHORN PORTFOLIO, INC. This certifies that is the record holder of BY: FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF THE DUCKHORN PORTFOLIO, INC. TRANSFER transferable on the books of the corporation in pe |
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| March 3, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF THE DUCKHORN PORTFOLIO, INC. SECTION 1 - STOCKHOLDERS Section 1.1. Annual Meeting. An annual meeting of the stockholders of The Duckhorn Portfilio, Inc., a Delaware corporation (the ?Corporation?), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall |
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| February 23, 2021 |
EX-10.26 16 d90982dex1026.htm EX-10.26 Exhibit 10.26 CERTAIN INFORMATION IDENTIFIED WITH [****] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. GRAPE PURCHASE AGREEMENT AMENDMENT This document shall serve as an Amendment to the Grape Purchase Agreement by and between Duckhorn Wine Company (Buyer) and Alex and [* |
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| February 23, 2021 |
The Duckhorn Portfolio, Inc. 2021 Cash Incentive Plan Exhibit 10.22 THE DUCKHORN PORTFOLIO, INC. 2021 CASH INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and sets forth operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant of cash-based incentive Awards. 3. ADMINISTRATION The Plan will |
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| February 23, 2021 |
Exhibit 10.14 AMENDMENT NUMBER SEVEN TO FIRST LIEN LOAN AND SECURITY AGREEMENT This AMENDMENT NUMBER SEVEN TO FIRST LIEN LOAN AND SECURITY AGREEMENT (this ?Amendment?) is dated as of February 22, 2021, and is entered into by and among MALLARD INTERMEDIATE, INC., a Delaware corporation (?Mallard Intermediate?), SELWAY WINE COMPANY, a Delaware corporation (upon the Seventh Amendment Effective Date, |
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| February 23, 2021 |
Exhibit 10.10 Execution Version AMENDMENT NUMBER THREE TO FIRST LIEN LOAN AND SECURITY AGREEMENT This AMENDMENT NUMBER THREE TO FIRST LIEN LOAN AND SECURITY AGREEMENT (this ?Amendment?) is dated as of August 1, 2018, and is entered into by and among MALLARD INTERMEDIATE, INC., a Delaware corporation (?Intermediate Holdco?), MALLARD BUYER CORP., a Delaware corporation (?Borrower Agent?), each other |
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| February 23, 2021 |
Exhibit 10.19 MALLARD HOLDCO, LLC AWARD AGREEMENT THIS AWARD AGREEMENT (this ?Agreement?) is made as of this day of , , (the ?Grant Date?) between Mallard Holdco, LLC, a Delaware limited liability company (the ?Company?), and the undersigned Recipient (the ?Recipient?). Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan (as defined below). WHEREA |
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| February 23, 2021 |
Exhibit 10.13 AMENDMENT NUMBER SIX TO FIRST LIEN LOAN AND SECURITY AGREEMENT This AMENDMENT NUMBER SIX TO FIRST LIEN LOAN AND SECURITY AGREEMENT (this ?Amendment?) is dated as of August 17, 2020, and is entered into by and among MALLARD INTERMEDIATE, INC., a Delaware corporation (?Intermediate Holdco?). MALLARD BUYER CORP., a Delaware corporation (?Borrower Agent?), each other Subsidiary of Interm |
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| February 23, 2021 |
Form of Deferred Compensation Plan Exhibit 10.24 DEFERRED COMPENSATION PLAN Preamble This Plan is adopted as of the date and by the Company set forth in the attached Adoption Agreement, which is an integral part of this plan as it pertains to the Company. The Company, having been duly advised by its own counsel as to the legal and tax consequences of adopting this Plan, intends that the Plan shall at all times be administered and i |
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| February 23, 2021 |
Exhibit 10.7 FIRST LIEN LOAN AND SECURITY AGREEMENT Dated as of October 14, 2016 $440,000,000 MALLARD INTERMEDIATE, INC., as Intermediate Holdco and MALLARD BUYER CORP., VINEYARD ACQUISITION SUB LLC, HERITAGE WINE, LLC, CERTAIN OTHER PERSONS FROM TIME TO TIME PARTY HERETO, as Borrowers BANK OF THE WEST, as Administrative Agent and Collateral Agent, BANK OF THE WEST, ING CAPITAL LLC, AMERICAN AGCRE |
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| February 23, 2021 |
Exhibit 10.11 AMENDMENT NUMBER FOUR TO FIRST LIEN LOAN AND SECURITY AGREEMENT This AMENDMENT NUMBER FOUR TO FIRST LIEN LOAN AND SECURITY AGREEMENT (this ?Amendment?) is dated as of October 30, 2018, and is entered into by and among MALLARD INTERMEDIATE, INC., a Delaware corporation (?Intermediate Holdco?). MALLARD BUYER CORP., a Delaware corporation (?Borrower Agent?), each other Subsidiary of Int |
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| February 23, 2021 |
Exhibit 10.12 AMENDMENT NUMBER FIVE AND WAIVER TO FIRST LIEN LOAN AND SECURITY AGREEMENT This AMENDMENT NUMBER FIVE AND WAIVER TO FIRST LIEN LOAN AND SECURITY AGREEMENT (this ?Amendment?) is dated as of June 7, 2019, and is entered into by and among MALLARD INTERMEDIATE, INC., a Delaware corporation (?Intermediate Holdco?), MALLARD BUYER CORP., a Delaware corporation (?Borrower Agent?), each other |
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| February 23, 2021 |
Amended and Restated Mallard Holdco, LLC 2016 Equity Incentive Plan Exhibit 10.18 AMENDED AND RESTATED MALLARD HOLDCO, LLC 2016 EQUITY INCENTIVE PLAN 1. Defined Terms. Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. Purpose. The Plan has been established to advance the interests of the Company and its Affiliates by providing for the grant to Participants of intere |
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| February 23, 2021 |
Exhibit 10.8 AMENDMENT NUMBER ONE TO FIRST LIEN LOAN AND SECURITY AGREEMENT This AMENDMENT NUMBER ONE TO FIRST LIEN LOAN AND SECURITY AGREEMENT (this ?Amendment?) is dated as of July 28, 2017, and is entered into by and among MALLARD INTERMEDIATE, INC., a Delaware corporation (?Intermediate Holdco?), MALLARD BUYER CORP., a Delaware corporation (?Borrower Agent?), each other Subsidiary of Intermedi |
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| February 23, 2021 |
Non-employee Director Letter Agreement, dated as of February 10, 2017, with Dan Duckhorn CERTAIN INFORMATION IDENTIFIED WITH [****] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. |
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| February 23, 2021 |
Grape Purchase Agreement, dated as of May 11, 2016, between Duckhorn Wine Company and Alex Ryan Exhibit 10.25 CERTAIN INFORMATION IDENTIFIED WITH [****] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. DWC Contract # GEOME GRAPE PURCHASE AGREEMENT TWO YEAR FIXED TERM ONE YEAR EVERGREEN Draft Date: May 11, 2016 Buyer: Duckhorn Wine Company Grower: Alex and [****] Ryan 1. General Terms: a. Vineyard: [****] Vi |
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| February 23, 2021 |
Exhibit 10.9 AMENDMENT NUMBER TWO TO FIRST LIEN LOAN AND SECURITY AGREEMENT This AMENDMENT NUMBER TWO TO FIRST LIEN LOAN AND SECURITY AGREEMENT (this ?Amendment?) is dated as of April 19, 2018, and is entered into by and among MALLARD INTERMEDIATE, INC., a Delaware corporation (?Intermediate Holdco?), MALLARD BUYER CORP., a Delaware corporation (?Borrower Agent?), each other Subsidiary of Intermed |
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| February 23, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on February 23, 2021 Registration No. |
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| January 22, 2021 |
Table of Contents Confidential Draft No. 2 confidentially submitted to the Securities and Exchange Commission on January 22, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MALLARD INTERMEDIATE, INC. to be renamed THE DUCKHORN PORTFOLIO, INC. (Exact name of registrant as specified in |
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| January 22, 2021 |
ROPES & GRAY LLP THREE EMBARCADERO CENTER SAN FRANCISCO, CA 94111-4006 WWW.ROPESGRAY.COM January 22, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Sherry Haywood, Staff Attorney Re: Mallard Intermediate, Inc. Draft Registration Statement on Form S-1 Submitte |
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| December 18, 2020 |
ROPES & GRAY LLP THREE EMBARCADERO CENTER SAN FRANCISCO, CA 94111 WWW.ROPESGRAY.COM December 18, 2020 CONFIDENTIAL SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Mallard Intermediate, Inc. Draft Registration Statement on Form S-1 Ladies and Gentlemen: On behalf of Mallard Intermediate, Inc. (the ?Company?) |
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| December 18, 2020 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on December 18, 2020 Registration No. |
