United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 1.01 | Entry into a Material Definitive Agreement |
On September 7, 2022, Limoneira Company, a Delaware corporation (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) by and between the Company and Limoneira Lewis Community Builders, LLC, a Delaware limited liability company (“LLCB”). LLCB is a joint venture formed with The Lewis Group of Companies (“Lewis”) to develop the Company’s East Area I real estate development project. Under the terms of the Agreement, the Company will sell to LLCB its 17-acre property in Santa Paula, California (the “Retained Property”) for a total cash price of $15,950,886.00 (the “Sale”).
Closing of the Sale is expected to occur on or around October 20, 2022 and shall be subject to LLCB’s approval of the feasibility of residential use development on the Retained Property after a period of due diligence review to be conducted by LLCB from the effective date of the Agreement until October 6, 2022 (the “Feasibility Period”).
Additionally, the Agreement provides that LLCB will have the option to capitalize and form a joint venture (the “Joint Venture”) with the Company with respect to the residential use development. Should LLCB exercise its option to participate in the Joint Venture, the Joint Venture and the related development project will be governed by the terms of a Joint Venture Agreement (the “Joint Venture Agreement”) in a form to be agreed upon by the Company and LLCB prior to the end of the Feasibility Period.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | Purchase and Sale Agreement, dated as of September 7, 2022, by and between Limoneira Company and Limoneira Lewis Community Builders, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 8, 2022 |
LIMONEIRA COMPANY | |
| By: | /s/ Mark Palamountain | |
| Mark Palamountain | ||
Chief Financial Officer, Treasurer and Corporate Secretary | ||