---
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"
generated_at: "2026-05-28T23:22:18.686210+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Butterfly Equity completes $1.95B acquisition of Duckhorn Portfolio at $11.10/share

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-24-284941
- form_type: 8-K
- cik: 0001835256
- company_name: Duckhorn Portfolio, Inc.
- filed_at: 2024-12-26T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-284941
- JSON: https://secwatch.observer/filing/0001193125-24-284941.json
- Plain text: https://secwatch.observer/filing/0001193125-24-284941.txt

## Key facts
- Governance Changes
  Duckhorn Portfolio, Inc.: Certificate of incorporation amended and restated in its entirety pursuant to Merger Agreement.
  - Change: charter amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1835256/000119312524284941/0001193125-24-284941-index.htm
- Governance Changes
  Duckhorn Portfolio, Inc.: Bylaws amended and restated in their entirety pursuant to Merger Agreement.
  - Change: bylaw amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1835256/000119312524284941/0001193125-24-284941-index.htm
- M&A Transactions
  Duckhorn Portfolio, Inc. underwent a change of control involving Marlee Buyer, Inc. for $11.10 (closed 2024-12-24).
  - Action: change of control
  - Counterparty: Marlee Buyer, Inc.
  - Consideration: $11.10
  - Closing: 2024-12-24
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1835256/000119312524284941/0001193125-24-284941-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.