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Hawaii
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000-00565
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99-0032630
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification
No.)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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As
of February 28, 2009, DMB had contributed $146 million of capital to
Kukui’ula, and A&B had contributed $83 million of capital, plus the
project land at $28 million.
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From
March 1, 2009, A&B and DMB are projected to collectively contribute
approximately $164 million of capital over the next three years to
complete the project’s recreational facilities, as well as infrastructure
serving its residential
components.
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A&B
will fund approximately $129 million of the projected $164 million of
future capital, and DMB will fund $35 million. Therefore, of the projected
total $421 million of capital to be contributed to Kukui’ula, A&B will
have contributed $240 million (57%) and DMB $181 million
(43%).
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Of
the future projected A&B capital contributions, approximately 61% will
be funded in the form of preferred equity, with prescribed preferential
and priority treatment for future distributions, as described
below.
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Funding
of capital contributions is expected to be made on a monthly basis to meet
construction financing
requirements.
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A&B
and DMB will serve as co-managers of the joint
venture.
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As
noted above, in exchange for its increased ownership position in the joint
venture, A&B will receive certain priority rights to distributions
from project cash flow and earnings, and will additionally receive
preferred rates of return on certain invested
amounts.
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Of
the projected $129 million of future A&B capital contributions, $79
million will be treated as preferred equity, with priority distribution
and preferred returns of 15 percent on $20 million and 25 percent on $59
million. Of the projected $35 million of future DMB capital contributions,
$20 million will be treated as preferred equity, with priority
distribution and preferred returns of 15
percent.
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After
preferred equity distributions are completed, first on the 15 percent
preferred equity and then on the 25 percent preferred equity, all further
distributions from the joint venture will be made to A&B and DMB pari
passu using the ratio that each party’s non-preferred future capital
contributions bears to the total non-preferred future capital
contribution. Based on current projections, these non-preferred
distributions will be made in the ratio of 77% to A&B and 23% to
DMB.
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99.1
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Press
Release announcing Alexander & Baldwin, Inc.’s increase in ownership
of the Kukui’ula joint venture.
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