Limoneira CO (LMNR): M&A transaction — Limoneira completes $100M sale of California citrus groves, enters management and packing agreements

the Company’s Current Report on Form 8-K filed on January 31, 2023 and is incorporated by reference herein. The aggregate sale price of the Northern Properties was approximately $100,000,000. The sale was made as part of the Company’s ongoing strategic initiative to monetize certain of its properties. The sale generated approximately $99,000,000 in net proceeds which

On January 31, 2023, the Company also entered into a Grower Packing & Marketing Agreement (the “ GPMA ”) with PAI. Under the terms of the GPMA, the Company will provide packing, marketing and selling services for lemons harvested on the Northern Properties for a minimum five-year period (the “ Initial Term ”). During the Initial Term, the GPMA provides that the Company will use its best efforts to ensure that PAI earns a net return for all lemons packed by the Company that is equal to or greater than PAI would have received under a similar agreement for packing services using a benchmarking standard to be designated (the “ Benchmark ”).

On January 31, 2023, Limoneira Company, (the “ Company ”) entered into a Farm Management Agreement, dated January 31, 2023 (the “ FMA ”) with Capital Agricultural Property Services, Inc., a Delaware Corporation (“ CAPS ”), acting on behalf of PAI Centurion Citrus, LLC, a Delaware Limited Liability Company (“ PAI ”), an affiliate of PGIM Real Estate Finance, LLC, a Delaware Limited Liability Company (“ PGIM ”). Under the terms of the FMA, the Company will provide farming, management and operations services (the “ Management Services ”) related to the 3,537-acre citrus grove parcels of land in Tulare County, California (the “ Northern Properties ”) for an initial term expiring on March 31, 2024, and thereafter continuing from fiscal year to fiscal year unless earlier terminated under the terms of the FMA.