AOL founder could have majority stake after stock sale done
By ILIMA LOOMIS, Staff Writer
WAILUKU – AOL co-founder Steve Case added to his investment in Maui Land & Pineapple Co. this week by purchasing an additional 4.27 million shares under a rights offering by the company.
Case acquired the stock at a price of $3.85 per share, to invest another $16.5 million into the struggling company, according to a report filed with the federal Securities and Exchange Commission on Wednesday.
The sale was made under a plan by ML&P to raise cash by selling 10.4 million new shares to existing stockholders.
The company made a separate announcement this week that it had completed the sale on the New York Stock Exchange.
The proceeds will be used to retire $40 million in convertible notes, giving the company some relief from its significant debt.
Under the offering, each stockholder was offered the right to purchase a limited number of the new shares, in proportion to the size of their previous stake in the company. Case purchased all of the shares that were offered to him.
But he could have access to as many as 6.1 million additional shares if the company’s other stockholders don’t sign up for the rights offering and shares set aside for them are left unsold. The company reported that Case indicated his interest in potentially acquiring all those shares if they were available.
In its report filed with the SEC, the company said Wednesday that it had not yet determined how the unsold stock would be allocated among the investors who wished to purchase it.
With the 7.75 million shares he now owns, Case currently holds a 41.2 percent stake in ML&P, a controlling interest in the company.
But the company said that, depending on how many of the additional shares are allocated to Case, an additional purchase could increase his stake in the company to more than 50 percent.
That could give him even more decision-making power than he already has.
Form 8-K for MAUI LAND & PINEAPPLE CO INC27-Jul-2010
Entry into a Material Definitive Agreement
Item 1.01 – Entry into a Material Definitive Agreement
Maui Land & Pineapple Company, Inc. (the “Company”) issued senior secured convertible notes in the aggregate principal amount of $40 million in July 2008 (the “Notes”). The Notes mature on July 15, 2013, bear interest at 5.875% per annum and are currently convertible into common stock of the Company at a conversion price of $30 per share.
As previously announced, the Company entered into Convertible Note Purchase Agreements, pursuant to which the Company has agreed to repurchase the Notes, with holders of Notes who hold, in the aggregate, $32.5 million of the principal amount of the Notes, or approximately 81% of all of the Notes currently outstanding.
On July 22, 2010, the Company entered into Convertible Note Purchase Agreements with the holders of the remaining outstanding Notes on the same terms. In total, the Company has entered into Convertible Note Purchase Agreements with the holders of Notes who hold, in the aggregate, 100% of all of the Notes currently outstanding.
The 2010 Hawaii State Farm Fair, at Bishop Museum this weekend, will feature a celebrity cook-off and the Ag-Tastic Expo.
The cook-off will involve an Island Beef Stir-fry, starting at 12:15 p.m. Saturday. The beef comes courtesy of Michelle Galimba’s Kuahiwi Ranch in Kau, and all other food ingredients will come directly from the fair’s farmers market.
The expo will showcase samples of Hawaii-grown and locally made products from farm bureau members on Oahu, Maui, the Big Island and Kauai. They include Naked Cow Dairy; Hanalei Taro and Juice Co.; Maui’s Ono, producer of specialty dressings; honey producers from Molokai; Haliimaile Pineapple Co.; Lorie Obra, producer of award-winning Rusty’s Hawaiian coffee; and Will Tabios of Rising Sun coffee, another award winner.
The farm fair features a 4-H livestock exhibit with competition in lamb and beef categories, agriculture displays, the farmers market and exotic tropical plant displays and sales.
Admission is $7, $3 for children ages 4 to 12. The event runs from 9 a.m. to 8 p.m. Saturday and 9 a.m. to 5 p.m. Sunday. Purchase tickets at the door or beforehand at the museum box office or the Hawaii Farm Bureau office, 2343 Rose St. in Kalihi. Call 848-2074 or visit www.hfbf.org.
Maui Land & Pineapple Co. has filed registration documents to proceed with a previously announced plan to convert some of its debt into equity.
On Thursday, the company said it intends to pursue a rights offering for up to $40 million of its common stock. That means it will offer existing stockholders the right to purchase additional shares in the company, raising money that will be used to pay back lenders.
ML&P said shareholders have already subscribed to $27.5 million of the offering.
If the rights offering is sold out, ML&P will repurchase all of its outstanding senior secured convertible notes – a kind of debt that allows lenders to take what they’re owed in the form of stock, if they’re not paid off in cash.
The state’s quest for energy independence took a step forward with Hawaiian Electric Co. receiving bids from 10 companies seeking to supply the utility with biofuel produced locally to burn in its power plants.
There are a number of potential biofuel feedstocks that can be produced in Hawaii, including:
HECO said it would begin buying the renewable fuel over the next five years, starting with small amounts and gradually expanding its intake as the fledgling biofuel industry matures in Hawaii.
"We are pleased with the strong response," said HECO spokesman Peter Rosegg.
The deadline for companies to submit bids was Friday, and HECO is now evaluating the proposals. The names of the companies will not be made public until the winning bid or bids are announced.
