Brown-Forman Rebuffs Sazerac’s $15 Billion Takeover Offer

Brown-Forman said Sunday that its board had received an unsolicited takeover proposal from Sazerac but determined that the approach was “not actionable,” pushing back against a bid that would have combined two major American spirits groups.

According to people familiar with the matter, Sazerac made a cash offer of $32 a share on May 1 for Brown-Forman, valuing the Louisville, Ky., company at about $15 billion. Brown-Forman is the maker of Jack Daniel’s Tennessee whiskey and also owns Woodford Reserve bourbon and Chambord liqueur. Sazerac, a privately held company founded in New Orleans, owns a broad portfolio that includes Southern Comfort, Fireball and Myers’s Rum.

The latest development became public after Sazerac sent a letter last week to Brown-Forman’s Class A shareholders, most of whom are members of the Brown family and some company directors, according to the people familiar with the matter. In that letter, reviewed by Reuters, Sazerac said it wanted to engage with Brown-Forman’s board on the terms of the offer and its strategic rationale, but that substantive discussions had not yet taken place.

Sazerac also said it was prepared to improve the terms of its proposal if Brown-Forman’s board agreed to engage, according to the letter. The offer included an option for Class A shareholders to roll over their holdings into the combined company, with governance protections, greater liquidity and a dividend above Brown-Forman’s current payout.

Even so, resistance from the controlling family appears firm. Wolf Pen Branch, a group of Brown family members representing a majority of Brown-Forman’s Class A shares, said Sunday that it remained confident in the company’s brands and that Sazerac’s proposal did not align with its vision for Brown-Forman’s future.

That position is critical because any sale would require the support of the Brown family, which has run the company since 1870. The family’s voting control has long made Brown-Forman different from many publicly traded beverage companies, where financial terms alone can carry more weight in deal talks.

Sazerac declined to comment. Brown-Forman did not immediately respond to a request for comment beyond its statement that the board viewed the proposal as not actionable.

The rejected approach adds another chapter to a period of strategic uncertainty around Brown-Forman. Reuters reported in May that the company had already turned down Sazerac’s $32-a-share offer. That bid came shortly after Brown-Forman and Pernod Ricard ended merger discussions in late April after failing to agree on mutually acceptable terms.

Earlier this month, Brown-Forman also said that its president and chief executive, Lawson Whiting, would retire once a successor is appointed. The overlap between leadership transition and renewed takeover interest is likely to draw close attention from investors watching whether the company remains committed to independence or faces continued pressure from potential buyers.

For the broader drinks industry, the failed advance matters because it points to continued interest in consolidation among large spirits companies even as family control and governance structures can block deals. A combination of Sazerac and Brown-Forman would have brought together some of the best-known names in American whiskey and flavored spirits, and its rejection may shape expectations for future cross-border and domestic transactions in liquor as companies look for scale, stronger distribution and broader brand portfolios.

The episode also highlights how ownership structure can be as important as valuation in beverage mergers and acquisitions. While Sazerac’s proposal offered cash at $32 a share and additional terms aimed at appealing to Class A holders, those incentives were not enough to overcome opposition from shareholders whose priorities appear tied to long-term control of the business and stewardship of its brands.

Brown-Forman has been under pressure in recent quarters as spirits producers navigate slower demand growth in some markets, shifting consumer spending and questions about premiumization after several years of strong pricing power. In that environment, takeover speculation has become more common across beverage categories as companies weigh whether acquisitions can deliver growth faster than organic expansion alone.

For now, however, Brown-Forman’s board and its controlling shareholders have signaled that Sazerac’s current approach will not move forward. That leaves one of the biggest recent potential deals in spirits stalled unless either side changes position or a new proposal emerges with terms strong enough to reopen talks.