Here’s a link to the Alexander & Baldwin/Mahi Pono purchase and sales agreement, filed by A&B as part of a U.S. Securities and Exchange Commission Form 8K filing. The 50-plus pages are long on Real Estate legalese and short on what everyone really wants to see – any kind of listing of which A&B parcels Mahi Pono now owns. The attachment in which that information is contained, Schedule 1.1, was not accessible, deepening the Mystery of the Missing Maps.
- Mahi Pono got more than the widely-reported 41,000 acres. When all the dust has settled, it will have acquired 15,000 additional acres of East Maui Irrigation watershed.
- Right now, A&B and Mahi Pono are partners in EMI, but A&B will sell the other 50% to Mahi Pono after “certain events” occur in the future. (Read: state water leasing agreements)
- The purchase price was precisely $267,055,351.39 and was broken down as follows:
- $261,531.517.92 for the land. (The missing Schedule 1.1 additionally allocates specific amounts to each parcel).
- The East Maui Irrigation watershed (identified as “EMI membership interests”) is worth $5,442,333.47. So far, Mahi Pono owes only half of that ($2,721,166.74) to A&B, payable by Feb. 1. The rest of the money comes after one in a series of events occurs, outlined in detail in the document.
- “Membership Interests” in the Kulolio Ranch: $81,500.00
- “Membership Interests” in Central Maui Feedstocks: $0.0.
- In addition, A&B will have to kick back $31 million of the purchase price if the EMI cannot “deliver irrigation water sufficient” for Mahi Pono to implement its farming plan, also known as a Productivity Loss Event. If A&B hasn’t corrected the problem a year after the first event, it will owe an additional $31 million to Mahi Pono. If Mahi Pono doesn’t have the appropriate state water lease rights after five years, it will receive another $31 million back from A&B.
- Some 4,076 acres of purchased land has been marked “restricted” by A&B, which prohibits the development of that land for non-agricultural uses – unless A&B consents to them – for a period of 12 years.
Although Ann Chin is president of Mahi Pono, the documents were signed by Ryon Paton, a principal in parent company Pomona Farming, as well as a principal in Pomona’s parent company, Trinitas Partners.
Image courtesy A&B