SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Royal Hawaiian Orchards, L.P.
(Name of the Issuer)
Royal Hawaiian Orchards, L.P.
(Names of Person(s) Filing Statement)
Depositary Units representing Class A Units of Limited Partnership Interests
(Title of Class of Securities)
78028T100
(CUSIP Number of Class of Securities)
Royal Hawaiian Resources, Inc.
390 Interlocken Crescent, Suite 350
Broomfield, Colorado 80021
Attn: Bradford Nelson
(303) 339-0500
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
With a copy to
Davis Graham & Stubbs LLP |
1550 Seventeenth Street, Suite 500 |
Denver, Colorado 80202 |
Attn: Wanda J. Abel, Esq. |
(303) 892-9400 |
This statement is filed in connection with (check the appropriate box):
a. | ☒ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
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b. | ☐ | The filing of a registration statement under the Securities Act of 1933. |
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c. | ☐ | A tender offer. |
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d. | ☐ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Calculation of Filing Fee
Transaction valuation* |
| Amount of filing fee |
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$1,759,300 |
| $219 |
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* | Calculated solely for purposes of determining the filing fee. This amount assumes the acquisition of an estimated 730,000 Class A Units for an estimated $2.41 per Class A Unit in cash in lieu of issuing fractional Class A Units to holders of fractional units consisting of less than one Class A Unit after the proposed reverse split. The applicable fee rate is $124.50 per million of the value of the Class A Units to be acquired. |
☒ | Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | $219 | Filing Party: | Royal Hawaiian Orchards, L.P. |
Form or Registration No.: | Schedule 13E-3 | Date Filed: | March 19, 2018 |
Introduction
This Amendment No. 5 to Rule 13e-3 Transaction Statement on Schedule 13E-3 is filed by Royal Hawaiian Orchards, L.P., a Delaware limited partnership (the “Partnership”), and amends the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed on March 19, 2018, as amended by Amendment No. 1 thereto filed on March 30, 2018, Amendment No. 2 thereto filed on April 12, 2018, Amendment No. 3 thereto filed on May 7, 2018, and Amendment No. 4 thereto filed on May 31, 2018 (as so amended, the “Transaction Statement”).
The Transaction Statement relates to the adoption of amendments to the Partnership’s Amended and Restated Agreement of Limited Partnership, as amended, by majority written consent in lieu of a meeting of limited partners, which amendments authorize the general partner to effect pro rata splits and combinations of partnership interests, including reverse splits (the “Amendments”). In conjunction with the adoption of the Amendments, the board of directors of the general partner (the “Board”) authorized a reverse split (the “Reverse Split”) of our Units on the basis of one post-split Unit for each 2,000 pre-split Units.
The Partnership previously filed (1) a preliminary information statement under Regulation 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC on March 19, 2018, (2) a definitive information statement under Regulation 14C with the SEC on March 30, 2018, (3) a revised definitive information statement under Regulation 14C with the SEC on April 12, 2018, and (4) a revised definitive information statement under Regulation 14C with the SEC on May 7, 2018, relating to the adoption of the Amendments and the authorization of the Reverse Split (collectively, the “Information Statement”).
Pursuant to General Instruction F to Schedule 13E-3, the information in the Information Statement, including all annexes, exhibits and appendices thereto, is expressly incorporated by reference herein in its entirety, and responses to each item in the Transaction Statement are qualified in their entirety by the information contained in the Information Statement.
Item 15. Additional Information
On June 11, 2018, the Partnership announced that the Reverse Split that was originally scheduled to be effective after the close of market on June 8, 2018, was delayed and will become effective on June 12, 2018, after the market closes. The Units will begin trading on a split adjusted basis on June 13, 2018, under the symbol NNUTU but under a new CUSIP. As a result of the Reverse Split, the Partnership is expected to have fewer than 300 holders of record of its Units, permitting the Partnership to terminate the registration of its Units with the SEC under the Exchange Act. The Partnership intends to file a Form 15 deregistering the Units on or about June 14, 2018, after confirmation that there are fewer than 300 holders of record of its Units.
SIGNATURE
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of June 12, 2018
| ROYAL HAWAIIAN ORCHARDS, L.P. | |
| By: | Royal Hawaiian Resources, Inc., |
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| Its Managing General Partner |
| By: | /s/ Bradford Nelson |
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| Name: Bradford Nelson |
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| Title: President |
