{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-284941","form_type":"8-K","ticker":null,"cik":"0001835256","company_name":"Duckhorn Portfolio, Inc.","filed_at":"2024-12-26T23:59:59+00:00","discovered_at":"2026-05-14T18:03:09.925475+00:00","generated_at":"2026-05-28T23:22:18.686210+00:00","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Butterfly Equity completes $1.95B acquisition of Duckhorn Portfolio at $11.10/share","bullets":["Merger closed Dec 24, 2024; Duckhorn shareholders receive $11.10 cash per share.","Equity value ~$1.6B; total transaction value ~$1.95B including assumed debt.","Duckhorn common stock (NAPA) ceased trading and will be delisted from NYSE.","New $900M term loan and $300M revolver credit facility entered at closing.","Board and officers replaced; Butterfly affiliates now control Duckhorn."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-284941","json":"https://secwatch.observer/filing/0001193125-24-284941.json","markdown":"https://secwatch.observer/filing/0001193125-24-284941.md","text":"https://secwatch.observer/filing/0001193125-24-284941.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1835256/000119312524284941/0001193125-24-284941-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1835256/000119312524284941/d915995d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-28T23:22:18.686210+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"73047b8cd9ffe3ada74a6f288aec6c92c4792181","claim":"Duckhorn Portfolio, Inc.: Certificate of incorporation amended and restated in its entirety pursuant to Merger Agreement.","evidence_excerpt":"the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company, each as in effect immediately prior to the Effective Time were each amended and restated in their entirety","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1835256/000119312524284941/0001193125-24-284941-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"cf91b341ee8ec7e3952d734b9826239ef47c8806","claim":"Duckhorn Portfolio, Inc.: Bylaws amended and restated in their entirety pursuant to Merger Agreement.","evidence_excerpt":"the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company, each as in effect immediately prior to the Effective Time were each amended and restated in their entirety","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1835256/000119312524284941/0001193125-24-284941-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"068b0bc39ef38b608b2d8816fdc0f28b1ac1eaa0","claim":"Duckhorn Portfolio, Inc. underwent a change of control involving Marlee Buyer, Inc. for $11.10 (closed 2024-12-24).","evidence_excerpt":"Section 262 of the General Corporation Law of the State of Delaware (collectively, the “ Excluded Shares ”)), was converted into the right to receive an amount in cash equal to $11.10, without interest (the “ Merger Consideration ”), and as of the Effective Time, all such shares are no longer outstanding and were automatically cancelled. Pursuant to the Merger","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1835256/000119312524284941/0001193125-24-284941-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Marlee Buyer, Inc."},{"label":"Consideration","value":"$11.10"},{"label":"Closing","value":"2024-12-24"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}