UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 23, 2010
| CULLEN AGRICULTURAL HOLDING CORP. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware | 000-53806 | 27-0863248 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1431 N Jones Plantation Road, Millen, Georgia | 30442 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (706) 621-6737
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 23, 2010, Cullen Agricultural Holding Corp. (the “Company”) entered into a Sales Contract (“Agreement”) with Landee Acres, LLC (“Buyer”) pursuant to which the Company will sell to Buyer approximately 1,200 acres of land for approximately $2.8 million. The number of acres being sold represents approximately 39% of the acres of land owned by the Company. Cullen Inc. Holdings Ltd. (“Cullen Holdings”), an entity affiliated with Eric J. Watson, the Company’s Chief Executive Officer, holds a mortgage on the land being sold and has agreed to release the Company from such mortgage in order for the Company to consummate the sale. The Company intends to use substantially all of the proceeds from the sale of the land to repay a portion of the existing promissory note held by Cullen Holdings, currently in the amount of $4.1 million.
The Agreement provides that the Buyer has a 14-day due diligence period to examine the land and may terminate the contract with no penalty to the Buyer during this period. It is anticipated that the closing of the purchase will take place on or before October 26, 2010.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 23, 2010
| | CULLEN AGRICULTURAL HOLDING CORP. | |
| | | | |
| By: | /s/ Eric J. Watson | |
| | Name: | Eric J. Watson | |
| | Title: | Chief Executive Officer | |
