UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On April 3, 2023 The Duckhorn Portfolio, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Goldman Sachs & Co. LLC (the “Underwriter”) and Mallard Holdco, LLC (the “Selling Stockholder”), relating to the underwritten offering of 6,000,000 shares (the “Offered Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), 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 900,000 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 $91.3 million. The Company did not receive any proceeds from the offering. The closing of the offering is expected to take place on or about April 6, 2023, 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 April 5, 2023, 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.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated April 3, 2023, 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) | |
| 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: April 5, 2023 | The Duckhorn Portfolio, Inc. | |||||
| By: | /s/ S.B.A. Sullivan | |||||
| Name: | Sean Sullivan | |||||
| Title: | Executive Vice President, Chief Strategy and Legal Officer | |||||