The Brown family voting bloc again rejected Sazerac’s all-cash approach as Brown-Forman defends its standalone strategy amid a CEO succession and softer operating outlook.
Sazerac revived its pursuit of Brown-Forman with a renewed $15 billion unsolicited all-cash proposal valued at $32 per share, but the Brown family voting bloc again moved quickly to block the approach. Brown-Forman said its board reviewed the proposal and, with Wolf Pen Branch, LP, concluded it was not actionable, underscoring how the company’s Class A control structure remains the key obstacle to any change-of-control transaction. The latest push came on July 24, when Sazerac urged Brown-Forman’s Class A shareholders to reconsider an offer first made in April and rejected in May. Internal materials tied to the bid said a combined company could generate more than $12 billion in 2026 revenue, over $3 billion in EBITDA and an EBITDA margin above 30%, which Sazerac argued would create a global drinks group second only to Diageo by revenue. Sazerac said the proposal was fully financed, required no shareholder vote on its side, and offered Class A holders a tax-efficient rollover option with governance protections, enhanced liquidity and a dividend above Brown-Forman’s current level. The renewed overture followed Brown-Forman’s announcement that President and CEO Lawson Whiting plans to retire once a successor is named. Analysts said the timing suggests the leadership transition may have prompted Sazerac to press its case, even as Brown-Forman insisted it remains focused on geographic expansion, brand building and operational efficiency. Brown-Forman recently reaffirmed fiscal 2027 guidance for net sales to be approximately flat and for organic operating income to decline 3% to 5% after fiscal-year net sales fell 1% to $3.9 billion. Bloomberg Intelligence, citing Circana data, said Jack Daniel’s share of the U.S. whiskey market declined to 6.7% last year from 7.8% in 2021.