Current Report Filing (8-k)
14 1월 2016 - 2:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 7, 2016
Kaanapali Land, LLC
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
(State
or Other Jurisdiction
of Incorporation) |
#0-50273
(Commission
File Number) |
01-0731997
(IRS Employer
Identification No.) |
900 N. Michigan Ave., Chicago, Illinois 60611
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
Telephone Number, Including Area Code: 312-915-1987
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
1
Item
1.01 Entry into
a Material Definitive
Agreement
On
January 7, 2016 KLC Holding Corp. (“KLC”) and various of its subsidiaries (“KLC Subsidiaries”) entered
into a sales agreement (“KLC Sales Agreement”) with an unrelated third party for the sale of substantially all of
the remaining real property and related assets of the Registrant on the island of Maui, along with the stock and membership interests
of certain KLC Subsidiaries (the “KLC Sales Property”). The KLC Sales Agreement calls for a scheduled sales price
for the KLC Sales Property ranging from approximately $80 to approximately $98 million, before costs of sale, a portion of which
may be paid by note under certain circumstances. This sales price range is primarily dependent on the possible prior closure of
a sale to an unrelated third party of an approximate 19 acre industrial site in Lahaina, known as the Pioneer Mill Site. See Discussion,
below. Under the KLC Sales Agreement, the price is also subject to adjustment for certain revenues and expenditures of the KLC
Subsidiaries prior to closing. Finally, the KLC Sales Agreement has a provision for a $5 million hold back of proceeds at closing
for up to 24 months to secure certain seller objections and indemnifications.
The
KLC Sales Agreement has a scheduled closing date on or about the end of April 2016, subject to extension under certain conditions,
including matters related to the sale of the Pioneer Mill Site. Under the KLC Sales Agreement, the buyer has certain rescission
and termination rights. In addition there are significant conditions to closing, including investigation and evaluation by the
buyer during the due diligence period. Accordingly, there can be no assurance that the sale of the KLC Sales Property will be
completed under the existing or any other terms.
On December
23, 2015 Pioneer Mill Company, LLC entered into a property sales agreement with an unrelated third party for the sale of the Pioneer
Mill Site (“Mill Site Sales Agreement”) which calls for a sales price of $20.5 million (before costs of sale, including
commissions) and has a scheduled closing date of April 30, 2016. The Mill Site Sales Agreement has significant conditions to closing,
including investigation and evaluation by the buyer during the due diligence period. Accordingly there can be no assurance that
the sale of the Pioneer Mill Site will be completed under the existing or any other terms. If the Mill Site Sales Agreement is
consummated, significant costs will arise for the relocation of certain buildings and equipment on the Pioneer Mill Site. In addition,
Pioneer Mill Company, LLC, which is among the KLC Subsidiaries to be acquired under the KLC Sales Agreement, will be subject to
certain warranties and representations that will survive the closing of the transaction. If closing of the sale of the Pioneer
Mill Site were to occur, all net proceeds are expected to be retained by the Company for future working capital and other needs.
If closing of
the KLC Sales Agreement were to occur, the Registrant will incur significant liabilities for federal and state income taxes. Potentially
all the remaining proceeds are expected to be retained by the Registrant for future working capital and other needs. As noted
above, there are no assurances that either or both sales will close on the terms and/or timing set forth in the respective agreements
or otherwise.
2
SIGNATURE
Pursuant
to the requirements
of the Securities
Exchange
Act
of 1934,
the Registrant
has
duly caused
this Current
Report
on Form
8-K to
be signed
on its behalf
by the undersigned
hereunto
duly-authorized.
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Kaanapali Land, LLC |
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January 13, 2016 |
By: |
/s/ Gailen J. Hull |
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Gailen J. Hull |
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Chief Financial Officer |
3
Kaanapali Land (PK) (USOTC:KANP)
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Kaanapali Land (PK) (USOTC:KANP)
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부터 7월(7) 2023 으로 7월(7) 2024