Item 1.01 Entry into a Material Definitive Agreement
On October 10, 2022, Limoneira Company, (the "Company") entered into a Purchase
and Sale Agreement and Joint Escrow Instructions, dated October 10, 2022 (the
"Purchase Agreement"), as amended on January 17, 2023 (the "First Amendment"),
and as further amended on January 24, 2023 (the "Second Amendment" and, together
with the First Amendment and the Purchase Agreement, the "Agreement") with PGIM
Real Estate Finance, LLC, a Delaware Limited Liability Company ("PGIM"). Under
the terms of the Purchase Agreement, the Company conditionally agreed to sell
its 3,537 acres of citrus grove parcels of land in Tulare County, California
(the "Northern Properties") subject to PGIM's due diligence review of the
Northern Properties and the approval of the Agreement by the Board of Directors
("Board"). The First Amendment provides that PGIM's diligence period expires
effective January 24, 2023, and the final purchase price is approximately
$100,000,000. The Second Amendment provides that the Company will indemnify PGIM
for the cost of any Phase II assessment and remediation of any soil
contamination for a period of 18 months after the closing.
On January 25, 2023, the Board approved the Agreement creating a binding
agreement of the Company to sell the Northern Properties pursuant to the terms
of the Agreement on or before January 31, 2023.
The Agreement provides that the Company will indemnify PGIM post-closing for up
to $225,000 if PGIM is unable to secure a license from ACMPC California 6, LLC
and ACMPC California 3, LLC for the use of certain crops on the Northern
Properties. The Agreement includes customary representations and warranties and
provides that the Company and PGIM will enter into agreements for the management
and custom harvesting of the Northern Properties. The parties intend to enter
into such agreements in connection with the closing.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the complete text of the Purchase
Agreement and the Amendments, which are attached hereto as Exhibits 10.1, 10.2
and 10.3, respectively.
Item 8.01 Other Events
On January 31, 2023, the Company issued a press release announcing the sale of
the Northern Properties. The foregoing description of the press release is
qualified entirely by reference to the complete text of the press release
furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibits
10.1 Purchase and Sale Agreement and Joint Escrow Instructions, dated
October 10, 2022
10.2 First Amendment to Purchase and Sale Agreement and Joint Escrow
Instructions, dated January 17, 2023
10.3 Second Amendment to Purchase and Sale Agreement and Joint Escrow
Instructions, dated January 24, 2023
99.1 Press Release, dated January 31, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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