{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-011180","form_type":"8-K","ticker":"LMNR","cik":"0001342423","company_name":"Limoneira CO","filed_at":"2023-02-06T23:59:59+00:00","discovered_at":"2026-05-14T18:03:44.552756+00:00","generated_at":"2026-06-19T23:55:44.939329+00:00","sec_items":["1.01","2.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Limoneira completes $100M sale of California citrus groves, enters management and packing agreements","bullets":["Sold 3,537-acre Northern Properties in Tulare County for ~$100M; net proceeds ~$99M.","Proceeds used to pay down all domestic debt except $40M Farm Credit West line.","Entered Farm Management Agreement (annual fee ~$778k) and Grower Packing & Marketing Agreement with buyer PAI/PGIM.","Nonrecurring gain on disposal of $39.995M; pro forma net income applicable to common stock $28.6M vs historical loss of $0.7M.","Retention bonuses of $3.2M triggered by transaction; half paid in cash, half in restricted shares."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-011180","json":"https://secwatch.observer/filing/0001104659-23-011180.json","markdown":"https://secwatch.observer/filing/0001104659-23-011180.md","text":"https://secwatch.observer/filing/0001104659-23-011180.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1342423/000110465923011180/0001104659-23-011180-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1342423/000110465923011180/tm235310d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-19T23:55:44.939329+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"cd465ec5d5c4e47aacfa1c54b73ba2787468153d","claim":"Limoneira CO completed a disposition involving PGIM for approximately $100,000,000 (closed 2023-01-31).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465923011180/0001104659-23-011180-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"PGIM"},{"label":"Consideration","value":"approximately $100,000,000"},{"label":"Closing","value":"2023-01-31"}],"fact_type":"ma_transaction"},{"claim_id":"3ad580cc48b432e32e7e95f2c6219c913624ca37","claim":"Limoneira CO entered into Grower Packing and Marketing Agreement with PAI Centurion Citrus, LLC valued at Best efforts to ensure net return equal to or greater than Benchmark (effective 2023-01-31).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465923011180/0001104659-23-011180-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"PAI Centurion Citrus, LLC"},{"label":"Value","value":"Best efforts to ensure net return equal to or greater than Benchmark"},{"label":"Effective","value":"2023-01-31"}],"fact_type":"material_agreement"},{"claim_id":"a1f4c62602fbbd45da16e65bb49b9b12a827d021","claim":"Limoneira CO entered into Farm Management Agreement with Capital Agricultural Property Services, Inc. (on behalf of PAI Centurion Citrus, LLC) valued at approximately $778,000 per year (effective 2023-01-31).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465923011180/0001104659-23-011180-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Capital Agricultural Property Services, Inc. (on behalf of PAI Centurion Citrus, LLC)"},{"label":"Value","value":"approximately $778,000 per year"},{"label":"Effective","value":"2023-01-31"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}