Transaction Details
The transaction, which was unanimously approved by the Duckhorn Board of Directors, is expected to close this winter, subject to customary closing conditions, including approval by Duckhorn stockholders and the receipt of required regulatory approvals. The completion of the transaction is not subject to a financing condition.
The Agreement includes a customary 45-day “go-shop” period expiring at 11:59 p.m. (Pacific time) on November 20, 2024. During this period, Duckhorn and its advisors will be permitted to solicit, consider and negotiate alternative acquisition proposals from third parties. The Duckhorn Board of Directors will have the right to terminate the Agreement and enter into a superior proposal, subject to the terms and conditions of the Agreement. There can be no assurance that this “go-shop” process will or will not result in a superior proposal, and Duckhorn does not intend to disclose related developments unless and until it determines that such disclosure is appropriate or otherwise required.
Stockholders currently representing a majority of the current outstanding voting power of the Duckhorn common stock have entered into voting agreements pursuant to which they have agreed, among other things, to vote certain of their shares of Company stock in favor of the transaction, subject to certain conditions. The voting support under the voting agreement ceases automatically if the merger agreement is terminated or if the Duckhorn Board of Directors makes an adverse recommendation change.
Upon completion of the transaction, Duckhorn’s common stock will cease to trade and no longer be listed on the New York Stock Exchange.
Fourth Quarter and Full Year 2024 Earnings Conference Call Update
Separately, Duckhorn will announce today its financial results for the fourth quarter and fiscal year ended July 31, 2024, which will be available on the “Investor Relations” section of the Duckhorn website. In light of the announced transaction with Butterfly, Duckhorn has canceled the earnings call previously scheduled for today.
Advisors
J.P. Morgan Securities LLC is acting as financial advisor to Duckhorn, and Ropes & Gray LLP is acting as legal counsel to Duckhorn.
KKR Capital Markets LLC is acting as capital markets advisor to Butterfly, and Kirkland & Ellis LLP is acting as its legal counsel.
In connection with the transaction, the Farm Credit System, led by American AgCredit, Compeer Financial, Farm Credit Services of America and Farm Credit Mid-America, is providing committed debt financing.
About The Duckhorn Portfolio
The Duckhorn Portfolio is North America’s premier luxury wine company, with eleven wineries, ten state-of-the-art winemaking facilities, eight tasting rooms and over 2,200 coveted acres of vineyards spanning 38 Estate properties. Established in 1976, when vintners Dan and Margaret Duckhorn founded Napa Valley’s Duckhorn Vineyards, today, our portfolio features some of North America’s most revered wineries, including Duckhorn Vineyards, Decoy, Sonoma-Cutrer, Kosta Browne, Goldeneye, Paraduxx, Calera, Migration, Postmark, Canvasback and Greenwing. Sourcing grapes from our own Estate vineyards and fine growers in Napa Valley, Sonoma County, Anderson Valley, California’s North and Central coasts, Oregon and Washington State, we offer a curated and comprehensive portfolio of acclaimed luxury wines with price points ranging from $20 to $230 across more than 15 varietals. Our wines are available throughout the United States, on five continents, and in more than 50 countries around the world.
About Butterfly
Butterfly is a Los Angeles, California-based private equity firm that invests exclusively in the $26 trillion food sector. Butterfly is a leading “seed to fork” food ecosystem investor in North America and seeks to generate consistent investment returns through deep sector expertise, a data-driven investment process, and an operations-driven approach
