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) | February 27, 2015 | |
Royal Hawaiian Orchards, L.P.
(Exact name of registrant as specified in its charter)
Delaware | 001-9145 | 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):
[ ] 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 February 27, 2015 the Partnership executed a Thirteenth Amendment to Revolving Loan Promissory Note and a Tenth Amendment to Fourth Amended and Restated Credit Agreement with the Partnership’s existing lender, American AgCredit, PCA. Under the terms of these documents, the maturity date of the revolving credit facility is extended from March 3, 2015 to March 31, 2015. In addition, the Minimum Tangible Net Worth covenant requirement for the reporting period of December 31, 2014 has been waived. 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 amendments to its credit agreements as disclosed in Item 1.01, above.
Exhibit 10.3 | Thirteenth Amendment to Revolving Loan Promissory Note dated February 27, 2015 |
| | |
Exhibit 10.4 | Tenth Amendment to Fourth Amended and Restated Credit Agreement dated February 27, 2015 |
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: March 4, 2015 | | | |
| | By: | Royal Hawaiian Resources, Inc. | |
| | | Managing General Partner | |
| | | | |
| | By: | /s/ Scott C. Wallace | |
| | | Scott C. Wallace | |
| | | President and Chief Executive Officer | |
Exhibit Index
Exhibit No. | Description |
| | |
Exhibit 10.3 | Thirteenth Amendment to Revolving Loan Promissory Note dated February 27, 2015 |
| | |
Exhibit 10.4 | Tenth Amendment to Fourth Amended and Restated Credit Agreement dated February 27, 2015 |
