CADIZ INC. (NASDAQ:CDZI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
As previously reported in a Current Report on Form 8-K filed with
the Securities and Exchange Commission (the Commission) on May 2,
2017 (the Original Report), on May 1, 2017, Cadiz Inc. (the
Company) and Cadiz Real Estate LLC (collectively, the Borrowers
or Cadiz), entered into a $60,000,000 Credit Agreement (the
Credit Agreement) with Apollo Special Situations Fund, L.P.
(Apollo, and together with the other lenders from time to time
party to the Credit Agreement, the Lenders) and Wells Fargo Bank,
National Association, as agent for the Lenders, to which the
Lenders agreed to make secured term loans to the Borrowers (the
Loans) in an aggregate principal amount of $60,000,000 (the
Apollo Loan Transaction). The Apollo Loan Transaction closed on
May 25, 2017 (the Closing Date). In conjunction with the closing
of the Apollo Loan Transaction, the Company issued to Apollo a
warrant to purchase an aggregate 357,500 shares of its common
stock, subject to adjustment (the Apollo Warrant) and the
Borrowers entered into a Security Agreement (the Security
Agreement) and a Deed of Trust, Assignment of Leases and Rents,
Security Agreement, Financing Statement and Fixture Filing
(Mortgage) whereby the Borrowers granted, for the benefit and
security of the Lenders, a security interest in all of the
property owned or at any time acquired by the Borrowers, subject
to certain exceptions, as collateral security for the payment and
performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Borrower Obligations and each
Loan Partys Obligations, each as defined in the Security
Agreement.
Prior to the Closing Date, on May 24, 2017, Cadiz entered into an
Amended and Restated Payoff Agreement and Stipulation (the
Restated Payoff Agreement) with its former lenders, MSD Master
Credit Opportunity Fund, L.P. (MSD), Milfam II L.P. and WPI-Cadiz
Farm CA, LLC (collectively, the Former Lenders) and Wells Fargo
Bank, National Association, as administrative agent (the Agent),
which Restated Payoff Agreement amended and restated in its
entirety a Payoff Agreement and Stipulation entered into on May
23, 2017 among Cadiz, the Former Lenders and the Agent. The
Restated Payoff Agreement provides for, among other things, the
Former Lenders acceptance of prepayment of certain loans to the
Amended and Restated Credit Agreement, dated as of October 30,
2013, by and among Cadiz, the Former Lenders and the Agent, as it
was subsequently amended on November 23, 2015, February 8, 2016,
March 4, 2016, April 28, 2016 and November 29, 2016 (the Prior
Credit Agreement) and the submission to mediation or, if
necessary, binding arbitration, of certain disputed matters
concerning the Prior Credit Agreement and the prepayment of loans
thereunder. to the Restated Payoff Agreement, if the disputed
matters concerning the Prior Credit Agreement are decided in
favor of the Former Lenders, the Company will be required to
issue to the Former Lenders registered shares of Common Stock (as
defined in the warrants issued to the Former Lenders), together
with any other payment that would be due to each Former Lender
holding a warrant from the Company upon the cashless exercise of
the applicable warrant for all Warrant Stock (as defined the
warrants issued to the Former Lenders), as if the Initial
Exercise Date and the Exercise Date (each as defined in the
warrants issued to the Former Lenders) were the business day
immediately following such arbitration determination. The
warrants issued to the Former Lenders are described in and
attached as exhibits to the Companys Current Report on Form 8-K
filed with the Commission on December 1, 2016.
The discussion above does not purport to be a complete
description of the Apollo Warrant, the Security Agreement, the
Mortgage or the Restated Payoff Agreement, and such discussion is
qualified in its entirety by reference to the full text of each
such document, each of which is attached as an exhibit to this
Current Report and is incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
To the extent required by this Item 2.03, the information
included in Item 1.01 of this Current Report and the Original
Report with respect to the Apollo Loan Transaction is
incorporated herein by reference.
| Item 8.01 | Other Events. |
On the Closing Date, the Company and Apollo closed the Apollo
Loan Transaction that was described in the Original Report.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| Exhibit No. | Description | |
| 4.1 | Warrant issued to Apollo Special Situations Fund, L.P. | |
| 5.1 | Legal Opinion of Mitchell Silberberg Knupp LLP | |
| 10.1 |
Amended and Restated Payoff Agreement and Stipulation dated as of May 24, 2017, by Cadiz Inc., a Delaware corporation, Cadiz Real Estate LLC, a Delaware limited liability company, MSD Credit Opportunity Master Fund, L.P., Milfam II L.P., WPI-Cadiz Farm CA, LLC and Wells Fargo Bank, National Association, as administrative agent |
|
| 10.2 | Security Agreement | |
| 10.3 |
Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing |
About CADIZ INC. (NASDAQ:CDZI)
Cadiz Inc. is a land and water resource development company with approximately 45,000 acres of land in three areas of eastern San Bernardino County, California. The Company’s primary business is to acquire and develop land with water resources for various uses, including groundwater supply, groundwater storage and agriculture. It is focused on the development of the Cadiz Valley Water Conservation, Recovery and Storage Project, which captures and conserves millions of acre-feet of native groundwater being lost to evaporation from the aquifer system beneath its approximately 34,000-acre property in the Cadiz and Fenner valleys of eastern San Bernardino County and deliver it to water providers throughout Southern California. In addition to the Cadiz/Fenner Valley property, it also owns approximately 11,000 additional acres in the eastern Mojave Desert portion of San Bernardino County, California at two separate properties. It owns over 2,000 acres near Danby Dry Lake in Ward Valley. CADIZ INC. (NASDAQ:CDZI) Recent Trading Information
CADIZ INC. (NASDAQ:CDZI) closed its last trading session down -0.08 at 15.52 with 47,131 shares trading hands.