EX-99.2 6 d583078dex992.htm EX-99.2 EX-99.2

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 meaning of the federal securities laws, which statements involve substantial risks and uncertainties. In some situations, you can identify forward-looking statements by words such as “approximately,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” and similar terms and phrases to identify forward-looking statements. These forward-looking statements include, among others, statements about the potential market opportunity resulting from the acquisition of the Sonoma-Cutrer and associated business strategy, the Company’s ability to better address certain markets, expand its capabilities and position in the industry and extend its product offerings to better serve its customers, as well as the potential financial benefits derived by and financial impact to the Company from the acquisition. All of our forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including: risks associated with transactions generally; the failure to consummate or delay in consummating the transaction for other reasons; the risk that a condition to closing of the transaction may not be satisfied; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted following announcement of the transaction; failure to retain key management and employees of Sonoma-Cutrer; issues or delays in the successful integration of Sonoma-Cutrer’s operations with those of the Company, including incurring or experiencing unanticipated costs and/or delays or difficulties; unfavorable reaction to the transaction by customers, competitors, suppliers and employees; unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, war or hostilities, as well as management’s response to any of the aforementioned factors; and additional factors discussed in the Company’s filings with the SEC. The forward-looking statements contained in this presentation are based on management’s current plans, estimates and expectations in light of information currently available to the Company and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control, as well as the other factors described in Item 1A, “Risk Factors” in the Company’s 2023 10-K filed with the SEC on September 27, 2023 and other documents the Company may file with the SEC from time to time. Should one or more of these risks or uncertainties materialize or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. Any forward-looking statement made by the Company speaks only as of the date on which it is made. All future written and oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the previous statements. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws. This presentation also includes certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, and not as a substitute for or superior to, measures of financial performance prepared in accordance with generally accepted accounting principles (“GAAP”). Certain of these non-GAAP measures exclude depreciation and amortization, non-cash equity-based compensation expense, purchase accounting adjustments, casualty losses or gains, impairment losses, inventory write-downs, changes in the fair value of derivatives, and certain other items, net of the tax effects of all such adjustments, which are not related to the Company’s core operating performance. The Company believes that these non-GAAP financial measures enhance the reader’s understanding of our past financial performance and our prospects for the future. The Company’s management team uses these non-GAAP financial measures to evaluate business performance in comparison to budgets, forecasts and prior period financial results. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. A reconciliation is provided herein for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Readers are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. For further information with respect to the Company, we refer you to our most recent Annual Report on Form 10-K, as amended, filed with the SEC. In addition, we are subject to the information and reporting requirements of the Securities Exchange Act of 1934 and, accordingly, we file periodic reports, current reports, proxy statements and other information with the SEC. These periodic reports, current reports, proxy statements and other information are available for review at the SEC’s website at http://www.sec.gov. 1


TO D AY ’ S P R E S E N T E R S The Cutrer Vineyard, Sonoma-Cutrer Vineyards Deirdre Mahlan Jennifer Fall Jung Sean Sullivan Interim President, Chief Executive Executive Vice President, Executive Vice President, Officer and Chairperson Chief Financial Officer Chief Strategy and Legal Officer 2


The Duckhorn Portfolio sets the standard for American fine wine Over nearly half a century of producing iconic luxury wines, we’ve curated a cohesive portfolio of critically acclaimed winery brands that are beloved by wine consumers and trusted by our trade partners. The brand strength of our entire portfolio makes us a category leader, poised to continue to grow and take market share from our competitors and provide a wide variety of luxury wines to our customers. We are thrilled to welcome Sonoma-Cutrer Vineyards and its complementary offerings to our growing portfolio of premier, luxury wineries. Duckhorn Vineyards Winemaker Renée Ary, 3 walking in the Three Palms Vineyard


A P R O V E N A B I L I T Y TO I N T E G R AT E A N D D R I V E G R O W T H F R O M A C Q U I S I T I O N S Key Criteria for Acquisitions Acquisitions Completed to Achieve Scale and Diversification 1. Demonstrated brand strength Acquired in FY2019 2. Authenticity in the luxury wine segment A pinnacle of ultra-luxury California 3. Opportunity for us to accelerate growth of the Pinot Noir and Chardonnay target Portfolio augmented grape supply 4. Positive trade and consumer reaction to allow for further growth 5. Access to premium grapes, production resiliency and diversification Expanded DTC capabilities with powerful member allocation model 6. Accretive long-term financial profile The Duckhorn Portfolio's Strategies for Growth Acquired in FY2018 Organic Pioneer of luxury American Pinot Noir Invest in portfolio brand strength revered for its Mt. Harlan wines Targeted portfolio evolution Accelerated wholesale growth Expand and accelerate wholesale distribution as part of the portfolio Continue to enhance our DTC experience Additive Further diversified our supply chain and production resilience with beachhead in Disciplined strategic acquisitions the Central Coast of California 4


K E Y T R A N S A C T I O N T E R M S Transaction value of approximately $400 million, which will be paid with approximately $350 million in common stock issued 1. to Brown-Forman and approximately $50 million in cash Brown-Forman will take an ownership interest of approximately 21.5% in the Company post-closing and will be 2. entitled to nominate two directors to the Board of Directors Transaction is expected to be accretive to Adjusted EPS 3. starting in Fiscal Year 2025 Net leverage is expected to remain unchanged at closing 4. Transaction is anticipated to be completed in the third quarter of the Company’s Fiscal Year 2024, subject to 5. regulatory approvals and customary closing conditions 5


ACQUISITION STRATEGIC RATIONALE This Acquisition Enhances The Duckhorn Portfolio’s Status as a 1 Leader Among Luxury ($15+ per Bottle) Wineries in the United States Opportunity for The Strategic Fit Within Positioning in Demonstrated Duckhorn Portfolio to Luxury Portfolio Luxury Chardonnay Brand Strength Accelerate Growth Architecture Adds a Optimization of Immediately Net Leverage is Well-Respected Grape Supply and Accretive Expected to Remain Long-Term-Focused Production Transaction Unchanged Stockholder 6 Source: (1) Circana (IRI) Total US Food data for the 52-week period ended October 29, 2023. Luxury wine defined as $15.00 per bottle or above. Only includes domestically produced wine. 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 . Vine Hill Vineyard, Sonoma-Cutrer Vineyards


SONOMA-CUTRER IS AN ICONIC AND HIGHLY ACCLAIMED LUXURY WINE BRAND WITH A 50 YEAR HISTORY IN SONOMA COUNTY 1973 #3 1,121 Since founding, Luxury Chardonnay Sonoma-Cutrer has brand in the U.S. Acres of earned a reputation of based on retail Estate vineyards 1 craftsmanship sales 6 $20 - $50 $84m Distinct core General range of 2 FY 2023 net sales labels suggested retail price 7 Source: (1) Circana (IRI) Total US Food retail sales data for the 52-week period ended October 29, 2023. (2) Unaudited FY 2023 financials for the 12 months ending July 31, 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 .


E S TA B L I S H E D L U X U RY C H A R D O N N AY P R O D U C E R S O N O M A - C U T R E R I S J O I N I N G T H E D U C K H O R N P O R T F O L I O 1 Retail Sales by Varietal • Sonoma-Cutrer Vineyards was founded in 1973 by Brice Cutrer Jones who built Sonoma-Cutrer into Other one of California's best-known Chardonnay brands <1% Chardonnay Pinot Noir 97% • Portfolio includes the labels Russian River Ranches, 3% Sonoma Coast, Les Pierres, The Cutrer, RRV Pinot Noir and Rosé of Pinot Noir 1 Retail Sales by Price Point • Sonoma-Cutrer is known primarily for its $50.00+ $25.00 - $49.99 <1% Chardonnay offerings, which sell at suggested retail 11% $20.00 - $24.99 price points generally ranging from $20 to $50 per 88% bottle • Sonoma-Cutrer distributes its products through retail stores across the U.S. as well as in the Direct- 2 Net Sales by Channel to-Consumer channel at the Sonoma-Cutrer winery DTC 3% and through its Club Cutrer wine club CA Wholesale Non-CA Wholesale 18% 79% • Farms six Estate vineyards in the acclaimed Russian River Valley and Sonoma Coast appellations 8 Source: (1) Circana (IRI) Total US Food data for the 52-week period ended October 29, 2023. (2) Based on unaudited FY 2023 net sales for the 12 months ending July 31, 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 .


S O N O M A - C U T R E R H A S D E V E L O P E D W I N E S O F E X C E P T I O N A L Q U A L I T Y T H AT A P P E A L TO A VA R I E T Y O F L U X U RY C O N S U M E R S One of the Most Requested Chardonnays 1 By the Glass Rosé of Russian River Russian River Valley Sonoma Coast Les Pierres The Cutrer Ranches Pinot Noir Pinot Noir Primary Recruit Primary Recruit Trade Up Trade Up Extend Occasions Recruit Key Motivation Predominant Channel $14 - $15 $25 $36 $36 $20 Suggested $46 Cost per Glass Consumer Pricing Retail Retail Retail Retail Retail at the Restaurant 9 Source: (1) Sonoma-Cutrer has been named the #1 or #2 Most Popular Chardonnay in Wine & Spirits’ Annual Restaurant Poll for the majority of the last 30 issues.


S O N O M A - C U T R E R I S A P R E M I E R S O N O M A C O U N T Y W I N E RY 1973 1981 1999 2004 2009 2010 2018 2020 Founded by First winery built – Brown-Forman Inaugural release Launch of Club Tasting room First unallocated Refreshed brand Brice Jones singularly focused Corp. acquires of Pinot Noir wine Cutrer wine club opens to the public release of positioning and on Chardonnay Sonoma-Cutrer Rosé wine bottle labels 10 The Cutrer Vineyard, Sonoma-Cutrer Vineyards


W H I L E O U R P O R T F O L I O S PAN S A R AN G E O F P R I C E P O I N T S AN D VAR I E T I E S I N L U X U RY W I N E , C H AR D O N N AY I S AN AR E A W H E R E W E L AC K S I G N I F I C AN T P R E S E N C E AN D H AV E N AT U R A L R O O M T O G R O W CABERNET SPARKLING SAUVIGNON PINOT NOIR CHARDONNAY RED BLENDS MERLOT Price SAUVIGNON & ROSÉ BLANC $150+ $180 $165 $130 $125 $125 $115 $110 $100 $95 $90 $85 $80 $75 $70 $62 $60 $60 $56 $50 $46 $46 $45 $44 $44 $40 $38 $36 $36 $32 $32 $31 $30 $30 $30 $30 $30 $30 $30 $28 $25 $25 $25 $25 $25 2 $20 $20 $20 $20 $20 $15 Varietal % of 35.3% 20.0% 17.6% 7.6% 5.8% 3.8% 1.7% 1 Luxury Wine Source: Circana (IRI) Total US Food data for the 52-week period ended October 29, 2023. | Note: Luxury wine defined as $15.00 per bottle or above. Pricing reflects suggested retail price of each wine. (1) Only includes domestically produced wine. (2) 11 Sonoma-Cutrer’s $20 Rosé is made with Pinot grapes, while Decoy’s $20 Rosé is made primarily with Syrah grapes.


S O N O M A - C U T R E R ’ S W I N E S C O M P L E M E N T O U R P O R T F O L I O ’ S C U R R E N T L U X U RY C H A R D O N N AY O F F E R I N G S Chardonnay $20 $25 $28 $30 $31 $36 $38 $44 $46 $60 $85 $20 $60+ 12 Note: Pricing reflects suggested retail price of each wine.


AC Q U I S I T I O N O F S O N O M A - C U T R E R E N H AN C E S T H E D U C K H O R N P O R T F O L I O ’ S V I S I B I L I T Y AM O N G L U X U RY W I N E R I E S I N T H E U N I T E D S TAT E S L52Wk Luxury Wine Retail Sales ($ in millions) $250.0 U.S. luxury wine accounted for $2.0 billion in retail sales over the last 52 weeks, but is still $202.4 relatively small compared to $7.0 billion in $200.0 $191.4 1 retail sales for the entire U.S. wine market $166.8 $146.3 $150.0 $144.8 $100.0 $68.7 $65.0 $59.7 $59.6 $58.2 $55.2 $50.0 $35.7 $0.0 NAPA PRO FORMA CONSTELLATION BRANDS DUCKHORN VINEYARDS E & J GALLO JACKSON FAMILY WINES WAGNER FAMILY OF WINE FOLEY FAMILY WINES TREASURY WINE ESTATES JAM CELLARS DEUTSCH FAMILY WS STE MICHELLE SONOMA CUTRER Player A Player B Player C Player D Player E Player F Player G Player H Player I 13 Source: Circana (IRI) Total US Food data for the 52-week period ended October 29, 2023. | Note: Luxury wine defined as $15.00 per bottle or above. Only includes domestically produced wine. (1) Based on L52Wk sales as of October 29, 2023.


SONOMA-CUTRER’S IMPRESSIVE PERFORMANCE IS SUPPORTED BY FAVORABLE CATEGORY POSITIONING 2 2 A Category Leader Luxury Price Positioning Outpacing Category Growth One of the Largest Luxury Sonoma-Cutrer’s Wines are Growing at a Rate Well Above Chardonnay Brands in the U.S. Exclusively Positioned in Industry Trends and Priced Within a and Among the Fastest Growing the Luxury Wine Segment Fast-Growing Price Segment 1 Major Brands in the Category 10.0% Luxury Non-Luxury 9.0% Sonoma-Cutrer is priced 100% predominantly in the attractive 8.0% $20.00 - $24.99 price segment 90% 80% 6.0% 70% 71% 4.0% 3.5% 76% 60% 50% 100% 2.0% 40% 30% 0.0% 20% 29% (2.0%) 24% 10% (1.6%) 0% (4.0%) Total Wine Chardonnay Sonoma Cutrer Total Wine $20.00 - $24.99 Sonoma Cutrer Source: Circana (IRI) Total US Food data for the 52-week period ended October 29, 2023. | Note: Luxury wine defined as $15.00 per bottle or above. Only includes domestically produced wine. (1) “Major Brands” includes top 5 largest domestic luxury Chardonnay brands by L52Wk 14 retail sales. (2) Data reflects L52Wk retail sales for domestically produced wine. 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 .


S O N O M A - C U T R E R B A L A N C E S T H E D U C K H O R N P O R T F O L I O ’ S O F F E R I N G S A N D E N H A N C E S D U C K H O R N ’ S P O S I T I O N I N L U X U RY W I N E Pro Forma Brand Portfolio Increases The Duckhorn Portfolio’s breadth in the luxury category and further balances the portfolio of offerings 1 Pro Forma Varietal Offering The Duckhorn Portfolio Sonoma-Cutrer Pro Forma Other Other Cabernet Sauvignon Cabernet Sauvignon 15% 18% 36% 30% Other <1% Pinot Noir Chardonnay Pinot Noir 12% Pinot Noir 97% 14% 3% Chardonnay Sauvignon Blanc Chardonnay Sauvignon Blanc 29% 14% 15% 17% 15 Source: Circana (IRI) Total US Food data for the 52-week period ended October 29, 2023. | Note: Luxury wine defined as $15.00 per bottle or above. (1) Data reflects L52Wk retail sales.


E I G H T P R I N C I PA L E L E M E N T S S U P P O R T T H E I N V E S T M E N T T H E S I S O F S O N O M A - C U T R E R • Acquisition of Sonoma- • Sonoma-Cutrer has Cutrer enhances The continued to grow at Duckhorn Portfolio’s position impressive levels with among luxury wineries in the continued runway 1 United States • Sonoma-Cutrer has shown • Additional breadth and demonstrated brand Positioning in visibility in luxury wine will strength in the minds of Demonstrated Luxury support our goal of opening consumers; this is a brand Brand Strength Chardonnay new accounts and increasing that consumers ask for by the number of SKUs at name existing accounts • We are exclusively focused • Sonoma-Cutrer is an on luxury wine and we are elegant complement to our well-positioned to drive portfolio of luxury American expanded sales by wines investing in Sonoma- • Chardonnay is an area Cutrer’s brand strength where The Duckhorn Strategic Fit Opportunity for • Our wine-dedicated Portfolio has natural room Within Luxury The Duckhorn salesforce can drive to grow, without competition Portfolio Portfolio to distributor engagement and with our existing wines Accelerate Growth Architecture broaden distribution, both in the U.S. and internationally 16 Source: (1) Circana (IRI) Total US Food data for the 52-week period ended October 29, 2023. Luxury wine defined as $15.00 per bottle or above. Only includes domestically produced wine.


E I G H T P R I N C I PA L E L E M E N T S S U P P O R T T H E I N V E S T M E N T T H E S I S O F S O N O M A - C U T R E R • Provides access to grapes • The transaction is expected from 1,121 acres of Estate to be accretive to Adjusted vineyards and many EPS during first full fiscal growers with whom year following close Sonoma-Cutrer partners • We plan to evaluate • Ability to manage fruit opportunities to optimize the Optimization of sourcing and production Immediately Estate vineyard holdings of Grape Supply Accretive model to ensure stable and the full portfolio post- and Production Transaction potentially improved gross acquisition margins • Ability to fund acquisition • Brown-Forman Corporation primarily with equity avoids is one of the oldest and any increase in net most respected alcoholic 1 leverage beverage companies in the U.S., with over 150 years of • The transaction increases Adds a industry experience Net Leverage is potential debt capacity for Well-Respected Expected to future opportunities, • Brown-Forman becomes an Long-Term- Remain underpinned by a larger pro important long-term-focused Focused Unchanged forma EBITDA base stockholder and Board Stockholder participant 17 Note: (1) Net leverage expected to remain at 1.6x LTM pro forma adjusted EBITDA.


K E Y T R A N S A C T I O N D E TA I L S Purchase • The Duckhorn Portfolio to acquire Sonoma-Cutrer for a total purchase price of approximately $400 million, subject to certain customary purchase price adjustments Price • Brown-Forman will receive 31.5 million shares of The Duckhorn Portfolio’s common stock, valued at approximately $350 million based on a 60-day volume-weighted average price as of November 1, 2023, which represents an ownership percentage of approximately 21.5% of the Company post-closing • Brown-Forman will also receive cash consideration of approximately $50 million, subject to Capital customary adjustments for working capital, net indebtedness and transaction expenses Structure • The cash portion of the purchase price, plus transaction-related expenses, will be financed by borrowings under the Company’s existing $425 million revolving credit facility • As of closing, net leverage is expected to remain unchanged at 1.6x LTM Pro Forma Adjusted 1 EBITDA • For the twelve-month period ended July 31, 2023 (unaudited), Sonoma-Cutrer had approximately $84 million of Net Sales • Management estimates that Sonoma-Cutrer’s Adjusted EBITDA margin profile is similar to Expected 1 the Company Financial • Management estimates annual run-rate synergies of approximately $5 million, which are Impact expected to be realized in full starting Fiscal Year 2025 • Management expects that the transaction will be low single-digit accretive to Adjusted Earnings per Share in Fiscal Year 2025 • Pursuant to the agreement, Brown-Forman will be entitled to nominate two directors to The Governance Duckhorn Portfolio’s Board of Directors Expected • Transaction is anticipated to be completed in the third quarter of the Company’s Fiscal Year 2024, subject to regulatory approvals and customary closing conditions Closing 18 Note: (1) Excludes expected run-rate synergies.


T R A N S A C T I O N C R E AT E S S I G N I F I C A N T S TO C K H O L D E R VA L U E The acquisition of Sonoma-Cutrer Vineyards delivers strong value for “We are delighted to welcome Sonoma-Cutrer Vineyards into The Duckhorn Portfolio. Sonoma-Cutrer is an iconic, highly acclaimed winery The Duckhorn Portfolio stockholders: brand with a long history of crafting exceptional wines in a timeless style • Acquisition of Sonoma-Cutrer enhances The Duckhorn Portfolio’s and is a perfect addition to our thoughtfully curated portfolio of luxury 1 position among luxury wineries in the United States wines. Sonoma-Cutrer is among the fastest-growing major brands in the luxury Chardonnay category. We see opportunity to further accelerate • Adds an established luxury wine brand with demonstrated brand that growth and enhance operating margins of the combined business. strength in complementary varietals to our portfolio This transaction expands our presence and visibility, diversifies our portfolio of luxury American winery brands, and dramatically increases • We are uniquely positioned to guide Sonoma-Cutrer through its next our position in the luxury Chardonnay category.” phase of growth and accelerate the business Deirdre Mahlan, Interim President, Chief Executive Officer and • Balances our portfolio with an esteemed luxury Chardonnay brand Chairperson, The Duckhorn Portfolio • Creates supply chain and production opportunities which can support stable or potentially improved gross margins “We believe The Duckhorn Portfolio provides the capabilities, expertise, • Accretive transaction to Adjusted EPS in Fiscal Year 2025 and focus to take the Sonoma-Cutrer wines to the next level. The • Net leverage is expected to remain unchanged as of closing, Duckhorn Portfolio has some of the world’s most-respected luxury wine brands and Brown-Forman looks forward to participating in their future providing flexibility for future opportunities growth through a minority equity stake and board membership.” • Brown-Forman is taking an ownership interest in The Duckhorn Lawson Whiting, President and Chief Executive Officer, Portfolio and will be entitled to nominate two directors to the Board Brown-Forman Corporation of Directors, bringing valuable experience and strategic perspective 19 Note: (1) Circana (IRI) Total US Food data for the 52-week period ended October 29, 2023. Luxury wine defined as $15.00 per bottle or above. Only includes domestically produced wine. 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 .