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) | (Commission File Number) | (IRS Employer Identification No.) |
1201 Dowdell Lane, Saint Helena, CA 94574
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (707) 302-2658
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common stock, par value $0.01 per share | NAPA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement |
On July 6, 2022 The Duckhorn Portfolio, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Credit Suisse Securities (USA) LLC (the “Underwriter”) and Mallard Holdco, LLC (the “Selling Stockholder”), relating to the underwritten offering of 5,000,000 shares (the “Offered Shares”) of the Company’s common stock, par value $0.01 per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-266033), filed on July 6, 2022. The Selling Stockholder also granted the Underwriter a 30-day option to purchase up to 750,000 additional shares of Common Stock (the “Option Shares” and, together with the Offered Shares, the “Shares”). All of the Shares are being sold by the Selling Stockholder. Pursuant to the Underwriting Agreement, the Selling Stockholder sold the shares for gross proceeds of approximately $96.3 million. The Company did not receive any proceeds from the offering. The closing of the offering is expected to take place on or about July 11, 2022, subject to the satisfaction of customary closing conditions.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
Item 8.01 | Other Events |
Ropes & Gray LLP, counsel to the Company, has issued an opinion to the Company, dated July 8, 2022, regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K. Certain information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. |
Exhibit No. | Description | |
1.1 | Underwriting Agreement, dated July 6, 2022, by and among the Company, the Underwriter and the Selling Stockholder. | |
5.1 | Opinion of Ropes & Gray LLP | |
23.1 | Consent of Ropes & Gray LLP (included in Exhibit 5.1 above) | |
99.1 | Information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 8, 2022 | The Duckhorn Porfolio, Inc. | |||||
By: | /s/ S.B.A. Sullivan | |||||
Name: | Sean Sullivan | |||||
Title: | Executive Vice President, Chief Strategy and Legal Officer |