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).
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