Good afternoon, and welcome to the Duckhorn Portfolio's business update. Today's call will be presented by Deirdre Mahlan, Interim Chief Executive Officer and Chairperson, Jennifer Fall Jung, Chief Financial Officer, and Sean Sullivan, Chief Strategy and Legal Officer. Please go ahead. Good afternoon. Before we begin, I would like to remind you that today's discussion contains forward-looking statements based on the environment as we currently see it, and as such, includes risks and uncertainties. If you refer to Duckhorn's press release related to today's announcement, as well as the company's most recent SEC filings, you will see a discussion of factors that could cause Duckhorn's future results to differ materially from these forward-looking statements. Please remember, the company undertakes no obligation to update or revise these forward-looking statements in the future. We will make a number of references to non-GAAP financial measures. We believe that these measures provide investors with useful perspective on the underlying growth trends of the business, but caution you that these metrics should not be considered a substitute for financial information presented in accordance with GAAP. In addition, please note that all Sonoma-Cutrer financial information discussed in this call is derived from unaudited financial statements. Further, retail scanner data cited on today's call is sourced from Circana, which was formerly known as IRI, and refers to dollar consumption for the 52-week period, ended October 29th, 2023, and growth versus the same period in the prior year, unless otherwise noted. Finally, we encourage you to follow along with the accompanying presentation we have posted to our investor relations website, ir.duckhorn.com. With that, I'll turn the call over to Deirdre. Thanks, Sean. It's nice to speak to everyone this afternoon, and thank you for joining us. It is my absolute pleasure to announce today that the Duckhorn Portfolio has entered into an agreement to acquire Sonoma-Cutrer Vineyards from Brown-Forman. Sonoma-Cutrer is one of the largest and most beloved luxury Chardonnay brands in the United States. At the Duckhorn Portfolio, we are driven to set the standard for American fine wine. Over the years, we have carefully curated a portfolio of critically acclaimed luxury wine brands that delight our consumers and drive our company's growth. We believe that Sonoma-Cutrer is an outstanding addition to our portfolio of wines and central to our strategy for growth as a premier luxury wine portfolio in America. Sonoma-Cutrer is a winery brand we have respected for years. As we have discussed before, disciplined acquisitions of complementary winery brands are an element of our growth strategy and part of our history. In evaluating winery brands, we focus on demonstrated brand strength, authenticity in the luxury wine segment, the opportunity for us to accelerate the growth of the company, positive trade and consumer reaction, access to premium grapes, production resiliency and diversification, and an accretive long-term financial profile. With those criteria in mind, we believe that Sonoma-Cutrer is an excellent addition to the Duckhorn Portfolio. Sonoma-Cutrer is one of California's best-known luxury Chardonnay brands, famous for its refined wine style and commitment to blending traditional winemaking techniques with innovation and style and process. As an iconic, highly acclaimed winery brand, Sonoma-Cutrer's luxury Chardonnays have a distinguished reputation among consumers, retailers, and distributors, and are widely distributed in stores and on wine lists at restaurants across the United States. Its 1,121 acres of estate Chardonnay and Pinot Noir vineyards in Sonoma County, as well as its sizable, well-maintained winery, help diversify our grape supply and production capabilities. As a member of the board, and now also as a member of management, I have been closely involved in the evaluation of this opportunity, and my excitement has grown as I've learned more about the company and tasted more of its excellent luxury wines. I am proud to welcome this esteemed Sonoma County winery into our growing portfolio. Now, I'll take a moment to briefly note the key transaction terms. We have agreed to acquire 100% of Sonoma-Cutrer Vineyards for approximately $400 million, which will be paid in a combination of our company's stock and cash. As of the closing, which is expected in spring 2024, our leverage ratio is expected to remain unchanged. This transaction is a milestone for our company as our first winery brand acquisition as a public company, and we believe it will deliver significant shareholder value. Additionally, we expect the transaction to be accretive to our deal. As part of the transaction, Brown-Forman will be taking an ownership interest of approximately 21.5% in our business and will have two individuals joining our board. I am delighted to welcome Brown-Forman to the Duckhorn Portfolio and confident that we will benefit from the expertise of this storied spirits company.... I'm now going to pass the conversation to Sean to discuss the strategic rationale of this transaction. Thank you, Deirdre, and good afternoon, everyone. It's a pleasure to be here on this exciting day for our company. I would like to begin by discussing the strategic rationale that supports our landmark acquisition of Sonoma-Cutrer, an acquisition that positions the Duckhorn Portfolio as a leader among luxury wine companies in the United States. We believe that the complementary nature of this growth-focused transaction will provide several strategic benefits to our company and its customers. Coupled with a number of other compelling attributes, these comprise the eight key elements that support the thesis of this thoughtful and accretive deal. First, I would like to introduce you to Sonoma-Cutrer. Since its founding in 1973, Sonoma-Cutrer has earned a distinguished reputation of craftsmanship, with a commitment to high-quality winemaking that resonates with consumers and is continually reflected in the awards its wines win and its impressive retail sales performance. Sonoma-Cutrer is the third-largest Chardonnay brand in the United States, according to Circana. Sonoma-Cutrer generated $84 million of net sales in the 12-month period ended July 31st, 2023. Sonoma-Cutrer is exclusively a luxury winery brand. Approximately 88% of retail sales are driven by bottles with a suggested retail price of between $20-$24.99, with approximately 10% of sales from bottles priced $25-$49.99, and select offerings over the $50 price point, according to Circana. Sonoma-Cutrer is predominantly a wholesale brand with a strong footprint, both on and off-premise. In addition, the winery brand has a nascent direct-to-consumer channel presence at its Sonoma County tasting room and through its Club Cutrer wine club. The grapes for these highly regarded wines are sourced throughout acclaimed appellations in the North Coast. Sonoma-Cutrer farms six estate vineyards located in the Russian River Valley and Sonoma Coast AVAs. Over the years, Sonoma-Cutrer has crafted quality wines that are appropriate for a number of settings and occasions. First introduced in 1981, Russian River Ranches is the first wine that Sonoma-Cutrer released and has been in production for over 40 years. This luxury wine is primarily sold on-premise in fine restaurants across the United States. Russian River Ranches has been a leader in Wine & Spirits annual restaurant poll of most popular Chardonnays. This illustrates its enduring appeal in luxury Chardonnay and underscores its on-premise channel heritage. In 2006, driven by strong consumer demand and Sonoma-Cutrer's on-premise brand recognition on wine lists, the winery released the Sonoma Coast label as its flagship wine, serving primarily off-premise accounts. Today, Sonoma-Cutrer's Russian River Ranches and Sonoma Coast labels are two of the most recognized and enjoyed luxury Chardonnays in the country. Beyond these primary offerings, Les Pierres and The Cutrer Chardonnays were introduced as higher-priced alternatives, primarily in the off-premise sub-channel. Sonoma-Cutrer has also extended the brand into new varieties. Pinot Noir and Rosé of Pinot Noir were introduced to appeal to new consumers and showcase the winemaker's skill in crafting luxury wines. Like Duckhorn Vineyards, Sonoma-Cutrer was one of the wineries started in the 1970s that helped to shape the modern era of California winemaking. Brown-Forman purchased the winery in 1999, and under their stewardship, Sonoma-Cutrer has greatly expanded its luxury wine offerings, winery operations, and brand marketing. This history of superb winemaking, strong growth, and innovative offerings dovetails well with the Duckhorn Portfolio's exclusive focus on luxury wine across our 10 winery brands. Sonoma-Cutrer is an elegant complement to the brand architecture of our portfolio. The brand gives the Duckhorn portfolio an enhanced presence in the Chardonnay varietal, which is by far the largest white wine varietal in the U.S. luxury wine segment, at 17.6% of total domestically produced wine, according to Circana. Throughout our history, Duckhorn Vineyards has championed Merlot as a standalone luxury varietal in the United States, and Sonoma-Cutrer has done the same for Chardonnay, playing a key role in the rise in popularity of this core Burgundian varietal in this country over nearly half a century. We believe that Sonoma-Cutrer's position as a foundational Chardonnay winery brand will allow us to drive growth for the Duckhorn portfolio in this critical varietal. Sonoma-Cutrer's Chardonnay labels support our existing offerings in a range of different price segments. While our portfolio spans a range of major price points and varieties in luxury wine, Chardonnay is an area where we lack significant presence and believe we have natural room to grow without competing with existing wineries in our portfolio. In addition to adding balance to our portfolio of luxury winery brands, the acquisition of Sonoma-Cutrer expands our presence and visibility within the core luxury wine category. We believe that this increased presence across the luxury wine category will be an asset for our sales team as they highlight the attractiveness and desirability of the full Duckhorn Portfolio. As we discussed earlier, Sonoma-Cutrer is a pure play luxury wine company, with suggested retail prices exclusively at $15 or greater per bottle. The luxury wine segment is the fastest growing price segment in U.S. wine, and Sonoma-Cutrer significantly outperforms this segment, a testament to the value of the brand and a unique opportunity for the growth of our portfolio in the Chardonnay varietal. Among the five largest luxury Chardonnay brands, Sonoma-Cutrer is the fastest growing, according to Circana. We believe that Duckhorn's expertise in growing brands will catalyze Sonoma-Cutrer's growth off its already impressive performance and drive continued growth of the luxury Chardonnay category in the U.S. On a pro forma basis, Chardonnay will become the Duckhorn Portfolio's second-largest varietal by revenue in the predominantly wholesale channels measured by Circana, just behind Cabernet Sauvignon. There are eight principal elements that support our investment thesis. First, Sonoma-Cutrer's success and strength in luxury Chardonnay makes it a rare and attractive asset. As one of the largest and fastest growing luxury Chardonnay brands in the country, we view Sonoma-Cutrer as an ideal strategic complement to support our portfolio's growth. We believe that the diversified portfolio and varietal leadership that this acquisition brings will enable us to work with our distribution partners to increase our new account penetration and offer attractive new options to increase the number of portfolio SKUs at existing accounts, an outcome that will benefit our distribution partners and consumers, and accelerate the growth of the Sonoma-Cutrer Winery brand and the existing luxury winery brands in our portfolio. Second, Sonoma-Cutrer's impressive performance is supported by the company's valued brand. This is a brand that consumers ask for by name, and its established reputation and consumer loyalty is a key element of the growth we plan to drive in the future. Third, our exclusive focus on luxury wine positions us to foster and accelerate the next long-term stage of growth of Sonoma-Cutrer. We believe we have the category expertise to translate Sonoma-Cutrer's brand strength into greater sales. Fourth, Sonoma-Cutrer is a strategic fit within our luxury portfolio architecture. Chardonnay is an area where we have natural room to grow without competing with existing winery brands in our portfolio. Sonoma-Cutrer also brings a new set of customers to our portfolio, giving us the opportunity to introduce the Duckhorn Portfolio's wines to Sonoma-Cutrer enthusiasts and vice versa. Fifth, this acquisition gives us access to grapes from Sonoma-Cutrer's 1,121 acres of estate vineyards and the many growers with whom Sonoma-Cutrer partners. We believe there are medium-term opportunities to manage Sonoma-Cutrer's fruit sourcing and production models to ensure stable and potentially improved gross margins, as well as reduce planned capital expenditures, given the ability to utilize production wineries in the Duckhorn Portfolio, including our new Geyserville winery. Sixth, I note the importance we place on finding acquisitions that drive stockholder value. In looking at winery brand acquisitions, we focus on top line growth and accretion, and we expect this transaction to be accretive to adjusted EPS in fiscal 2025, the first full fiscal year post-acquisition. Accretion will be driven by identified synergies at the SG&A level, and we believe there are several short and medium-term opportunities to drive sales growth. Additionally, post-acquisition, we will evaluate opportunities to optimize our full portfolio estate vineyard holdings to ensure the optimal mix of grapes from our estate vineyards and growers. Seventh, we expect our enterprise leverage will remain unchanged at 1.6 x last 12 months pro forma adjusted EBITDA. Brown-Forman's desire to take an ownership interest in the Duckhorn Portfolio and the resulting maintenance of our current leverage level affords us flexibility and optionality to drive growth into the future. And finally, we are pleased to welcome Brown-Forman, not only as a long-term focused owner of our shares, but also as a presence in our boardroom. Brown-Forman brings over 150 years of alcoholic beverage industry experience to us, and we look forward to a strong and beneficial relationship in the years ahead. And now Jennifer will discuss the financial terms of this transaction. Thank you, Sean, and good afternoon, everyone. I'm excited to be here today and to tell you more about this acquisition, our first acquisition as a public company. Under the terms of the $400 million stock and cash acquisition, Brown-Forman, which currently owns 100% of Sonoma-Cutrer, will receive approximately 31.5 million shares of the Duckhorn Portfolio's common stock, which has an approximate value of $350 million, based on a 60-day volume weighted average price of our common stock, measured up to November 1st, 2023. Brown-Forman is expected to own approximately 21.5% of the Duckhorn Portfolio post-closing, with the ownership of TSG and its affiliates expected to be approximately 42% post-closing. Brown-Forman will also receive cash consideration of approximately $50 million, subject to adjustments for working capital, net indebtedness, and transaction expenses, bringing the total purchase price to approximately $400 million. We expect the cash portion of the purchase price, plus certain transaction-related expenses, will be financed by borrowing under our existing revolving credit facility. As of closing, we expect our net leverage will remain unchanged at 1.6x last twelve months pro forma Adjusted EBITDA. We are pleased that we can execute a transaction of this nature and maintain a leverage ratio that continues to afford us flexibility and optionality as we look at opportunities ahead. I would also like to discuss the financial profile of Sonoma-Cutrer and our expected pro forma business in more detail. In the twelve-month period ending July 31st, 2023, Sonoma-Cutrer generated approximately $84 million in net sales. We estimate Sonoma-Cutrer's adjusted EBITDA margin profile, excluding synergies, to be similar to the Duckhorn Portfolio's adjusted EBITDA margin. We have identified synergies, and our preliminary estimates project annual run rate synergies of approximately $5 million, which we anticipate will be realized in full starting fiscal year 2025, the first full fiscal year following the closing of the deal. We also expect that the transaction will be low single digit accretive to adjusted earnings per share, starting in fiscal year 2025. Delivering an accretive deal remains a paramount focus for us, and we will continue to be disciplined throughout the integration process to identify ways we can enhance growth and accretion as a post-closing company. Our tenured team, including those who led the successful integration of our Kosta Browne and Calera acquisitions, will also work closely with Brown-Forman to ensure a smooth transition of the brand into our portfolio. I would also like to highlight an important element of the anticipated governance of our company post-closing. As previously mentioned, Brown-Forman will be entitled to nominate two directors to the Duckhorn Portfolio's Board of Directors. We are excited to gain Brown-Forman's experience and strategic perspective as both a stockholder and members of our board of directors. The transaction is anticipated to close in spring 2024, subject to regulatory approvals and certain closing conditions, including the extensive process of preparing the audited carve-out financial statements of the Sonoma-Cutrer business. I'm enthusiastic for the potential this acquisition brings strategically and financially. With that, now I'll hand it back to Deirdre to provide her closing remarks. Thanks, Jen. Here at the Duckhorn Portfolio, we can't overstate our excitement about this transaction. We believe this transaction will create significant shareholder value, both from a financial and strategic standpoint. This transaction enhances the Duckhorn Portfolio's status as a leader among luxury wine companies in the United States, positioning us for continued growth and success, and ensuring our ability to deliver exceptional products and value for our customers. Sonoma-Cutrer complements and add balance to our portfolio, while also reinforcing our long-term strategy of luxury price positioning, efficiency-enhancing growth, and margin expansion. Disciplined strategic acquisitions are one of the five pillars of our growth strategy, and this acquisition is an excellent example of that strategy in action. It's important to remember that in the long run, the addition of Sonoma-Cutrer to our luxury portfolio of wines supports our strategies for organic growth and gives us an expanded portfolio of luxury wine offerings. I'd like to again emphasize the financial profile of this deal. It is not expected to increase our net leverage and is expected to be accretive to our adjusted EPS in the first full fiscal year after the transaction closes. Finally, we warmly welcome Brown-Forman as it prepares to assume its ownership interest and contribute to the strategic oversight of the company on our board. With Sonoma-Cutrer soon to be part of our portfolio, pending customary closing conditions, we look forward with anticipation to our shared mission of continuing to set the standard for American fine wine. With that, Sean, Jennifer, and I are available to take your questions. We would appreciate you limiting your questions to the transaction we announced today. We look forward to providing an update on our financial results on our quarterly earnings call scheduled for early next month. If you would like to ask a question, please press star followed by one on your telephone keypad. If for any reason you would like to remove that question, please press star followed by two. Again, to ask a question, press star one. As a reminder, if you're using a speakerphone, please remember to pick up your handset before asking your question. We will pause here briefly as questions are registered.... First question is from the line of Andrew Strelzik with BMO Capital. Your line is now open. Great. Good afternoon. Thanks for taking the questions. I guess my first question would be about the growth opportunity and the ability to accelerate growth that you mentioned. If you could maybe elaborate a little bit more on where you see the greatest opportunities for that. And then I think you mentioned the 9% growth profile in the last 52 weeks. Maybe if you could provide a little bit broader context for the expected growth rate that you think is possible here. Thanks. Sure. Thank you. This is Sean. I'll kind of start out. I think we look at this, and in our deck, we have a slide that speaks to this as an important addition to Chardonnay as a varietal, which is the largest white wine varietal at around 17% of luxury wine. And it's an area where we had natural room to grow. So as we think about the brand architecture of the portfolio writ large, we looked at Chardonnay and saw in Sonoma-Cutrer an exceptional opportunity, in an area where another luxury white wine would fit quite nicely in the larger brand architecture in that varietal. Its growth rate has been, you can probably see also in IRI data and Circana data, excuse me, you know, excellent, and has been outperforming the luxury $15 and above bottle subsegment. But I think most importantly for us is, this is strategically and in the long term, the right fit to make sure that our brand architecture is filled out, is meeting customers where they are, and here with Sonoma-Cutrer specifically is a brand with the consumer reach, and, you know, frankly, just brand recognition that we think is exceptional. Yeah, and I'll add in, we're excited about announcing this deal today, and right now we're focused on integration and marching towards a close, so we haven't given out a growth projection on this. That being said, where we do see some opportunities, less specific about the Chardonnay, as Sean has mentioned, but you know, if you look at their business model, they have a relatively small D2C as well as international business. We also have the capacity within our newly purchased facility, Geyserville, to really optimize production across all of our wine brands. Then finally, as we look across our account footprints, they're very complementary, and we see an opportunity both within Sonoma-Cutrer and the Duckhorn portfolio to support cross-selling. So we're super excited about this, but thank you for the question. Great, thank you. Maybe if I could also ask about your comment about the ability to optimize the grape supply and production and some of the sourcing to improve gross margins in the medium term. Can you maybe elaborate a little bit on those opportunities and where you think the margin contributions could be once those are executed on? Thank you. Sure. We want to be very clear that we are announcing a transaction today, and we're going to be taking this period through integration and through the closing to really identify the very best ways to continue the legacy that Sonoma-Cutrer has built over the years. We will look at the Sonoma-Cutrer has an extensive six acclaimed vineyards. That is a wonderful addition to our sourcing model, which is based on a balanced mix of estate fruit and grower fruit. And so we'll look at that. The production team, the farming team, will look at that on the whole now, across the whole portfolio, to find the best ways to have the grape supply that we need. I think it's a little early to be getting into the specifics of the various elements of gross margin and how we see that coming together. But what I would note, as Jennifer and I both mentioned, is that we do see this as accretive beginning in the first fiscal year following the closing and from there on out. So we feel good that as you get down the P&L, this gets us exactly where we want to be and consistent with our acquisition criteria. Thanks. I'll pass it on. Thank you for your question. Next question is from the line of Lauren Lieberman with Barclays. Your line is now open. Great, thanks. I wanted to just ask about, you, you mentioned in the prepared remarks about this being one of the fastest growing brands in the category. I guess, I was wondering if you could tell us just kind of roughly how fast it's been growing, like how there's been mistakes in my phone kept cutting out. But, but secondly, what are the key drivers of that? Because it's a, like you said, it's a very well-established brand, a very well-recognized brand. So just curious to get a little bit on the, if you can describe it, the core drivers of growth have been to now. And then secondly, I know you mentioned that the distribution footprints are pretty complementary, but I was curious if you could share a little bit more on that front. Because some of the Duckhorn Portfolio story has been about expanding distribution. So is that also the case for Sonoma-Cutrer? Is there, you know, a significant amount of the country that this brand is not well represented in yet? Or is it, you know, more outlets within existing markets, geographically? Thanks. Hi, Lauren, it's Deirdre. Thanks for the question. I think, if you look at the most recent 12-week or the 52-week data in Circana, the great thing about Sonoma-Cutrer is it's positioned in the fastest growing price segment above $15, and in particular, the $20-$25 segment, which has performed really strongly. And beyond that, with that category growing, Sonoma-Cutrer has grown significantly faster even than that price point. So the brand has been growing, and I would say, you know, both in the context of the brand, and its flavor profile being positioned in a place where it's incredibly desirable and welcomed by consumers, by the Chardonnay consumer. And also, over time, I think there has been an increase in the distribution profile. So to your point, I think there has been an increasing availability of the brand in the off-premise. And we still see that there's significant opportunity to grow at certain point in distribution points across our broader portfolio. I think, as Jen mentioned, as we can look to sell across the portfolio between the Duckhorn Portfolio existing brands and Sonoma-Cutrer, and there are also opportunities, which Sean may comment on, in the DTC business and in international over time. But I would again just say we're at the very early stages of evaluating where we see the best potential and the timing of that potential for the growth of the brand. But I'll turn to Sean for some of the bigger, the other growth opportunities we see. Yeah, and I would start with wholesale, Lauren. We've talked before, actually extensively on the total addressable market for Duckhorn Portfolio lines. We also look at Sonoma-Cutrer in the same lens and through the three vectors of growth that we talk about. So as we look at Sonoma-Cutrer being part of the Duckhorn Portfolio, we do see new accounts that it can go into across the United States. And then when you talk about the second vector of more SKUs per account, that's where that ability to introduce Sonoma-Cutrer to Duckhorn Portfolio accounts and vice versa is so important. This is, you know, a brand that consumers ask for by name, and we think as retailers have conveyed that to distributors, distributors will be very excited about that prospect and the fact that we have folks now who may begin to connect some of our winery brands in the Duckhorn Portfolio to Sonoma-Cutrer and vice versa. So in the Wholesale Channel, that total addressable market remains very open through all three vectors for us, for Sonoma-Cutrer. And in specifically the second vector, there is real possibility of cross-selling, which we like. As Deirdre mentioned, DTC is a very small, nascent piece of the business. We have an exceptional DTC presence at our wineries and in our tasting rooms and through our club. We would expect to bring that to augment Sonoma-Cutrer and capitalize on its great brand presence. And then, as you mentioned as well, Deirdre, there is the opportunity to continue into the international export markets. Great. Thank you so much, and congratulations. Thank you for your question. Next question is from the line of Peter Galbo with Bank of America. Your line is now open. Hey, guys. Good afternoon. Thanks for taking the question. Sure. I just, I'm curious if we could start, just on the deal structure. You know, like, like, why, I guess, go the route of, of pure kind of primary share issuance? You know, like, like, TSG obviously had a big share component, and they're willing to take that stake down. I mean, I guess I'm just curious how you thought about setting up the structure of the deal and then utilizing that much, you know, stock. Hey, Peter, this is Jen. Thanks for the question. Appreciate it. We do feel that the structure that we've put forth for this deal does make sense for both parties. For Duckhorn, you know, it allows us to execute a transaction of this size with, without impacting our leverage, and it continues to afford us the flexibility to optimize as we look for future growth opportunities, whether they be organic or whether they be acquisitive. So we're feeling great about that. And for Brown-Forman, it allows them to maintain a presence in the luxury wine industry through their stock ownership and their board seats while turning over operations to experts within the luxury wine industry, so that we can further advance the brand. As we thought about it, you know, both parties agreed that the, you know, 21.5% ownership structure did make sense for them and their exposure within luxury wine. So we're feeling really good about how we structured this deal. I'd add, Peter, just because I think it's worth noting. As we've had these discussions with Brown-Forman, I think they've expressed a desire to focus, as you see in their portfolio, on spirits, premium spirits, high-end spirits. And so we have a focus, as you know, exclusively on luxury wine. And so, the structure really follows from what's best for the brand, what's best, who's best to operate it on a day-to-day basis, and who's best to provide a strategic oversight, in the form of two board seats. All of that comes together, along with the stock and cash, in thinking about what the optimal structure is.... Okay. Yeah, that's helpful. Then I guess, Jen, just, I mean, in going through some of the accretion math, just what are you assuming in terms of, I guess, the sales, right, in that first full year? Because I guess, against the $84 million, it's kind of hard to square that that would be still accretive. You know, you gave us the EBITDA number, but just curious if you could break out within EBITDA, like, what's EBIT, what's D&A, even in percentage terms, would be helpful as we kind of try to run the math. Thanks. Yeah, we are super excited to announce this deal today, and what we're really focused on is obviously the integration go forward as well as closing the deal. We did, you know, note in our commentary that we did have $5 million of synergies that we anticipate recouping within the first fiscal year of 2025, and those will primarily come in the form of SG&A. And then, you know, as we kind of look at the rest of the deals, as we just mentioned, we're excited about that it's not adding to our leverage as well as it is accretive from an EPS perspective. But that's really as far from a financial perspective that we're disclosing on it today. Thank you for your question. As a reminder, you can use star one to queue for questions. Next question is from the line of Andrea Teixeira with JP Morgan. Your line is now open. Thank you for taking the question. So I wanted to work the math on the accretion point, Jen, because I think you have to assume that you're gonna accelerate the growth or accelerate the margin, because by my math, you paid more than you were trading at. And just as a kind of understanding, even with the synergies, right, which I understand they work out for you as about $5 million. I mean, it's, you know, it's 11.1x, and you're trading at least at one turn lower than that on a LTM basis. So I just wanna figure how we can be seeing potentially embedding some sort of improvement in the top line or the taxes that it worked out. Perhaps, you know, there is any tax losses that you're assuming that would make the deal, more accretive. And then secondarily, if I can put in, like, some of the partnership with Brown-Forman, how long should investors think it looks like as if it's a long-term, partnership because of the board seats? But a couple of questions, given the timing of Alex's departure and this transaction, how does this transaction change the CEO search? And then, is there any lockup of the Brown-Forman, stake, or are they gonna be locked in, for a decent amount of time for this 21.5% stake? And any drag along or tag along that, you know, that TSG has had, I mean, had agreed to have or anything you can share. And that would be it. If I can kind of more fundamentally ask about the positioning in RGM for the existing brands, you know, how Sonoma-Cutrer, like, sits against the core Migration Chardonnay, and how you can think of, like, them growing faster than even the Decoy Limited Chardonnay, which I believe is probably growing faster than the nine. So correct me if I'm wrong. Thank you. Thank you, Andrea. A few questions, I think, in there. And I think, Jennifer, you wanna- Sure, yeah. Start us out? Yeah, and Kind of pick through them. Yeah. So we do feel really good about, you know, where we've landed on this deal. We think the price was fair for both parties involved, and, you know, through the synergies that we've identified, we do see a path to accretion within the first full year of operations, in fiscal 2025. Yes, and then I think, let me touch on the Chardonnay point, that was, in your question. And I think page 11 of the investor deck that has been, published, and page 12 may help to illustrate the discussion. But we felt that, and I think that the, the sort of our focus areas have borne out, that Chardonnay presented a unique opportunity for us. It gave us some natural room to grow. And of course, as we look at, the areas we want to grow the portfolio, we think about whether an innovative new brand, new brand extension, something like Decoy Limited, as you mentioned, is the right path, or is it through acquisitions? And in this case, our focus, as it came to Sonoma-Cutrer, was that an acquisition of an established legacy brand of that caliber, being available to us, was something that we thought was appropriate and became excited to jump for, and we did. What we liked about it is that you'll see that it really dovetails nicely in areas within the Chardonnay vertical, where we lack significant presence and have the natural room to grow. That's both in terms of price point and also style. And so I think that I am—we feel very good about the fact that this was not something that is just gonna sit right on top of our other Chardonnays, but instead was going to complement them and bring new people into the vertical and frankly, into the portfolio. So I think we feel that is not a threat to our Migration Chardonnay, to our Duckhorn Vineyards Chardonnay or to our Decoy or Decoy Limited. And then you also brought up Brown-Forman. And we're very excited to welcome them as a stockholder and as a member to with two seats on our board. We do have in filings various information, and I don't wanna try to summarize it here, but that is available or will be available on EDGAR, and you can take a look at that. But the takeaway, I think, of it all is, we are very excited about the opportunity to have them in those capacities. They are very excited about maintaining a presence in wine while being focused on their excellent spirits business. And so I think that is, you know, beyond that, I'm not sure I read anything into it other than those very warm feelings as we begin this relationship. Yeah, the tag, that's helpful, but the tag along and drag along, how, how does it change for the TSG standpoint? So I guess with respect to, so as we mentioned, it's a deal size of 31.5 million shares, and that will, on a pro forma basis, be around 21.5% of the pro forma company. TSG, just by its, the nature of issuing more shares, goes to about, I believe, 42% on the whole. And then beyond that, I think the public filings will speak to any rights of shareholders or things of that nature that would occur at closing. That's gonna be public only, it's gonna be public tonight, so if I just do fine print, or it's only gonna be public when the deal closes? I believe that it is either been posted, I don't have EDGAR up right in front of me, but I believe it either it has been posted or will be posted, relatively soon. Okay. Thank you. Thank you, Andrea. Thank you for your question. There are no additional questions waiting at this time, so I'll pass the call back to the management team for any closing remarks. Thank you everyone for dialing in and listening to our presentation and for your questions. I know it will take some time to digest the information. I would just leave you with again to say we are really excited about this opportunity to enter into an agreement to acquire Sonoma-Cutrer. The management is very focused on thinking about integration and what we need to do up to the closing of the transaction so that we can have a very successful integration and growth going forward. This is an incredibly good fit for our strategy and how we're thinking about the growth profile of this business, and it has been executed up to the signing of the agreement with our strategic disciplines in mind. So we'll look forward to sharing more with you, in the coming months about the progress, toward closing and our plans. Thank you very much. That concludes the conference call. Thank you for your participation. You may now disconnect your lines.