UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 26, 2013
Royal Hawaiian Orchards, L.P.
(Exact name of registrant as specified in its charter)
Delaware | | 1-9145 | | 99-0248088 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
688 Kinoole Street, Suite 121, Hilo, Hawaii | | 96720 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code 808-747-8471
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 December 26, 2013, the Partnership executed a Seventh Amendment to Revolving Loan Promissory Note and a Fourth Amendment to Fourth Amended and Restated Credit Agreement with the Partnership’s existing lender, American AgCredit, PCA. Under these documents the date on which the amount of its revolving credit facility is to be reduced to $5,000,000 is extended from December 31, 2013 to February 14, 2014, at which time any balance in excess of $5,000,000 must be repaid. In addition, the minimum EBITDA covenant requirement for the reporting period of December 31, 2013 has been waived and certain definitional and technical changes were made. The term loan from the same lender has not been affected.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The Partnership executed an amendment to its credit agreement as disclosed in Item 1.01, above.
Item 9.01 Exhibits
Exhibit 10.97 Seventh Amendment to Revolving Loan Promissory Note dated December 26, 2013
Exhibit 10.98 Fourth Amendment to Fourth Amended and Restated Credit Agreement dated December 26, 2013
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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.
| Royal Hawaiian Orchards, L.P. |
| | (Registrant) |
| |
Date: December 26, 2013 | |
| |
| By: | Royal Hawaiian Resources, Inc. |
| | Managing General Partner |
| | |
| By: | /s/ Jon Y. Miyata |
| | Jon Y. Miyata |
| | Vice President and Chief Accounting Officer |
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Exhibit Index
Exhibit No. | | Description |
| | |
Exhibit 10.97 | | Seventh Amendment to Revolving Loan Promissory Note dated December 26, 2013 |
| | |
Exhibit 10.98 | | Fourth Amendment to Fourth Amended and Restated Credit Agreement dated December 26, 2013 |
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