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MLP > SEC Filings for MLP > Form 8-K on 1-Apr-2009All Recent SEC Filings

Show all filings for MAUI LAND & PINEAPPLE CO INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MAUI LAND & PINEAPPLE CO INC


1-Apr-2009

Entry into a Material Definitive Agreement, Completion of Acquisitio


Item 1.01. Entry into a Material Definitive Agreement.

Concurrent with the sale of the Kapalua Plantation Golf Course (the "Golf Course"), as described below in Item 2.01, Maui Land & Pineapple Company, Inc., a Hawaii corporation (the "Company"), entered into an agreement to lease back the Golf Course, including the retail shop, from its purchaser for a period of two years at a fixed rental rate of $4.0 million per year (the "Ground Lease").

The foregoing summary of the terms of the Ground Lease is not complete and is qualified in its entirety by reference to the full text of the Ground Lease, which is attached hereto as Exhibit 10.1.



Item 2.01. Completion of Acquisition or Disposition of Assets.

As reported on March 17, 2009, the Company and its wholly owned subsidiary, Kapalua Land Company, Ltd, a Hawaii corporation ("KLC"), entered into that certain Sale, Purchase and Escrow Agreement (the "Purchase Agreement") with TY Management Corporation, a Hawaii corporation ("Buyer"), pursuant to which, among other things, the Company and KLC agreed to sell the Golf Course and all improvements, structures and fixtures on the Golf Course to Buyer for $50 million in cash (the "Transaction").

On March 27, 2009, the Transaction was consummated. In addition to the Ground Lease described in Item 1.01 above, concurrent with the closing of the Transaction, the Company entered into an agreement to lease back the portion of the Plantation Clubhouse comprising the retail shop for a period of five years, which will commence after the Ground Lease expires or is terminated. Proceeds from the sale were used to reduce borrowings under the Company's line of credit agreement with Wells Fargo Bank, and certain other lenders, by $45 million.

The foregoing summary of the terms of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number                                Description

     2.1          Sale, Purchase and Escrow Agreement among Maui Land & Pineapple
                  Company, Inc., Kapalua Land Company, Ltd., TY Management Corporation
                  and Title Guaranty Escrow Services, Inc, dated March 17, 2009.
     10.1         Plantation Golf Course Lease made and entered into effective
                  March 27, 2009.


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