---
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"
generated_at: "2026-06-19T23:55:44.939329+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Limoneira completes $100M sale of California citrus groves, enters management and packing agreements

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-011180
- JSON: https://secwatch.observer/filing/0001104659-23-011180.json
- Plain text: https://secwatch.observer/filing/0001104659-23-011180.txt

## Key facts
- M&A Transactions
  Limoneira CO completed a disposition involving PGIM for approximately $100,000,000 (closed 2023-01-31).
  - Action: disposition
  - Counterparty: PGIM
  - Consideration: approximately $100,000,000
  - Closing: 2023-01-31
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465923011180/0001104659-23-011180-index.htm
- Material Agreements
  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).
  - Action: entry
  - Counterparty: PAI Centurion Citrus, LLC
  - Value: Best efforts to ensure net return equal to or greater than Benchmark
  - Effective: 2023-01-31
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465923011180/0001104659-23-011180-index.htm
- Material Agreements
  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).
  - Action: entry
  - Counterparty: Capital Agricultural Property Services, Inc. (on behalf of PAI Centurion Citrus, LLC)
  - Value: approximately $778,000 per year
  - Effective: 2023-01-31
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465923011180/0001104659-23-011180-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.