Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Alex Form 8-K Waihonua HTML 22K
2: EX-10.1 Material Contract HTML 54K
3: EX-10.2 Material Contract HTML 52K
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Item 1.01 Entry into a Material Definitive Agreement
On December 4, 2012, Kewalo Development LLC (“Kewalo”), entered into a $120 million construction loan agreement (together with all other loan documents executed in connection therewith, the “Agreement”) with First Hawaiian Bank, Wells Fargo Bank, N.A., Bank of Hawaii, and Central Pacific Bank (collectively, the “Lenders”) to finance a portion of the cost to construct a 43-story, 341-unit high-rise condominium development (the “Project”) in Kakaako, Honolulu, Hawaii. Kewalo is a joint venture between Waimanu Development LLC, a wholly-owned subsidiary of Alexander & Baldwin, Inc. (“A&B” or the “Company”), N1189 LLC, Armstrong Homes, Ltd., and BSC Waihonua, LLC.
In connection with the Agreement, the Company’s wholly-owned real estate subsidiary, A & B Properties, Inc. (“Properties”), entered into a separate agreement (the “Limited Guaranty”) for the benefit of the Lenders. Under the Limited Guaranty, Properties guarantees repayment of any amounts owing by Kewalo under the Agreement, subject to a cap of $20 million, and additionally provides certain limited and springing recourse guaranties in favor of the Lenders in connection with specific obligations of Kewalo under the Agreement. Properties also entered into a completion guaranty (“Completion Guaranty”) for the benefit of the Lenders, under which Properties agrees that it will ensure lien-free completion of the Project. Additionally, under the Limited Guaranty and the Completion Guaranty, Properties covenants that it
will maintain an aggregate net worth of not less than $500 million.
The foregoing description of the terms of the Limited Guaranty and the Completion Guaranty is qualified in its entirety by reference to the Limited Guaranty and Completion Guaranty, which are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Limited Guaranty among A & B Properties, Inc., First Hawaiian Bank, Wells Fargo Bank N.A., Bank of Hawaii, and Central Pacific Bank, dated as of November 30, 2012.
10.2
Completion Guaranty among A & B Properties, Inc., First Hawaiian Bank, Wells Fargo Bank N.A., Bank of Hawaii, and Central Pacific Bank, dated as of November 30, 2012.
SIGNATURE
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.
Limited Guaranty among A & B Properties, Inc., First Hawaiian Bank, Wells Fargo Bank N.A., Bank of Hawaii, and Central Pacific Bank, dated as of November 30, 2012.
10.2
Completion Guaranty among A & B Properties, Inc., First Hawaiian Bank, Wells Fargo Bank N.A., Bank of Hawaii, and Central Pacific Bank, dated as of November 30, 2012.
Dates Referenced Herein and Documents Incorporated by Reference