Current Report Filing (8-k)
12 November 2021 - 10:06PM
Edgar (US Regulatory)
0001545654false00015456542021-11-122021-11-12
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): November 12,
2021
ALEXANDER & BALDWIN, INC.
(Exact name of registrant as specified in its charter)
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Hawaii |
001-35492 |
45-4849780 |
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
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P. O. Box 3440, |
Honolulu, |
Hawaii |
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96801 |
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(Address of principal executive offices) |
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(Zip Code) |
(808)
525-6611
(Registrant’s telephone number, including area code)
N/A
(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.):
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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)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, without par value |
ALEX |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 if this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 if this chapter).
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. |
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Item 8.01. Other Events.
On November 12, 2021, Alexander & Baldwin, Inc.'s (the
"Company") joint venture projects Kukui`ula Development Company
(Hawaii) LLC, Kukui`ula Web IP LLC and Lodge IP LLC (collectively,
"KDCH") completed the sale of substantially all of their assets to
Brue Baukol Capital Partners for $183.5 million. The Company
expects to receive a cash distribution from KDCH in the range of
$110 million to $118 million, which constitutes the Company's 69%
share of the sale proceeds less commissions, closing and
transaction-related costs and cash retained in KDCH for fulfillment
of post-closing obligations. Additionally, the Company will receive
$4.7 million in cash to pay off the outstanding principal plus
accrued interest on a note receivable the Company has with
KDCH.
The distribution and note receivable payoff discussed above is in
addition to $34.3 million of distributions received year-to-date
from all the Kukui`ula joint venture projects and $6.8 million in
year-to-date principal and interest payments on the KDCH note
receivable.
With the Company's book value in KDCH as of October 31, 2021 of
$104.1 million, the Company expects to recognize joint venture
income from this transaction in the range of $6 million to $14
million. Since the Company’s tax basis in KDCH exceeds the
distributions received, the transaction is expected to create no
income tax liability.
Additionally, on November 12, 2021, the Company issued a press
release announcing the sale of the assets of KDCH, a copy of which
is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
Date: November 12,
2021
ALEXANDER
& BALDWIN, INC.
/s/
Brett A. Brown
Brett
A. Brown
Executive
Vice President and Chief Financial Officer
Alexander and Baldwin (NYSE:ALEX)
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