Item 8.01. Other Events.

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On November 16, 2017, Alexander & Baldwin, Inc., a Hawaii corporation (the “Company”), announced that its Board of Directors declared a special distribution on its shares of common stock in an aggregate amount of $783.0 million (approximately $15.92 per share based on the approximate number of shares outstanding as of November 15, 2017) (the “Special Distribution”). The Company expects that the Special Distribution will be paid on January 23, 2018 to shareholders of record as of the close of business on November 29, 2017 (the “Record Date”). The Special Distribution is being made in connection with the Company’s previously announced conversion to a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its taxable year ending December 31, 2017. The Special Distribution will be paid in satisfaction of certain requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986 and will include the Company’s accumulated earnings and profits attributable to non-REIT years and a substantial portion of the Company’s estimated REIT taxable income for the 2017 and 2018 taxable years.

The Company will pay the Special Distribution in a combination of cash and Company common stock, with each shareholder being permitted to elect to receive the shareholder’s entire entitlement under the Special Distribution in either cash or common stock, subject to the maximum cash amount described below. The amount of cash to be distributed will be limited to an aggregate of $156.6 million (the “Maximum Cash Amount”) (excluding any cash paid in lieu of issuing fractional shares), with the remainder of the Special Distribution to be paid in shares of the Company’s common stock. Shareholders will have the right to elect, on or prior to January 12, 2018 (the “Election Deadline”), to be paid the Special Distribution all in common stock (a “Share Election”) or all in cash (a “Cash Election”), subject to the Company not exceeding the Maximum Cash Amount. Election forms will be mailed to all shareholders promptly after the Record Date and must be properly completed and returned on or before the Election Deadline to be effective.

The actual amount of cash that will be paid to shareholders who make the Cash Election will depend on whether the aggregate amount of all Cash Elections exceeds the Maximum Cash Amount. If the aggregate amount of Cash Elections exceeds the Maximum Cash Amount, the payment of cash will be made on a pro rata basis to shareholders making the Cash Election in an aggregate amount equal to the Maximum Cash Amount, with the balance paid in shares. Shareholders who make a Share Election will receive all shares. The number of shares of common stock to be distributed will be determined based on the volume weighted average price of the common stock during the three trading days immediately following the Election Deadline. For shareholders receiving shares, cash will be paid in lieu of fractional shares so that shareholders receive a whole number of shares of common stock. Shareholders who fail to timely return a properly completed election form before the Election Deadline will be treated as having made a Share Election.

Promptly after the Record Date, the Company’s election and disbursing agent, Computershare Shareowner Services LLC, will distribute election materials to shareholders of record as of the Record Date, including an election form and information regarding the Special Distribution.

Generally, the Company expects that the entire Special Distribution will be taxable as dividends to its shareholders, whether paid in common stock, cash or a combination of cash and common stock. In addition, for eligible noncorporate U.S. shareholders, the E&P portion of the Special Distribution, which represents approximately 90.6% of the total distribution, is expected to qualify for treatment as qualified dividend income at a maximum 20% "qualified dividend income" tax rate. The portion of the Special Distribution that is attributable to the Company's earnings and profits for the 2017 and 2018 taxable years generally will be taxed as a non-qualified dividend. The Company urges shareholders to consult their own tax advisors regarding the specific tax consequences of the Special Distribution.

On November 16, 2017, the Company issued a press release announcing the Special Distribution. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.


Alexander & Baldwin, Inc. Exhibit
EX-99.1 2 a2017specialdistributionre.htm EXHIBIT 99.1 Exhibit Contact:Suzy [email protected] & Baldwin Declares $783 Million Special DistributionHonolulu (November 16,…
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Alexander & Baldwin, Inc. (A&B) is engaged in real estate development, real estate leasing, materials and construction, and agribusiness. The Company operates in four segments: Real Estate Development and Sales, Real Estate Leasing, Materials and Construction, and Agribusiness. Real estate activities are conducted through A&B Properties, Inc. and other subsidiaries of A&B. The Real Estate Development and Sales segment is engaged in program of land stewardship, planning, entitlement, development, real estate investment, and sale of land and commercial and residential properties. The Real Estate Leasing segment owns, operates and manages a portfolio of over 60 retail, office and industrial properties in Hawaii and on the Mainland. The Materials and Construction segment performs asphalt paving as prime contractor and subcontractor. The Agribusiness segment consists of sugar plantation on the island of Maui, operated by its Hawaiian Commercial & Sugar Company (HC&S) division.

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