PURE CYCLE CORPORATION (NASDAQ:PCYO) Files An 8-K Entry into a Material Definitive Agreement

PURE CYCLE CORPORATION (NASDAQ:PCYO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry into a Material Definitive Agreement.

On November10, 2017, PCY Holdings, LLC (“PCY Holdings”), a Colorado limited liability company wholly owned by Pure Cycle Corporation, a Colorado corporation (“Pure Cycle”), entered into an amendment (each, an “Amendment”) to the previously announced Contract for Purchase and Sale of Real Estate (each, a “Purchase and Sale Contract”) with each of Richmond American Homes of Colorado, Inc. (“Richmond”), KB Home Colorado Inc. (“KB Home”), and Taylor Morrison of Colorado, Inc. (“Taylor Morrison,” and together with Richmond and KB Home, the “Builders”). Each Amendment constitutes a Continuation Notice (as defined in the applicable Purchase and Sale Contract) to which each Builder has been deemed to have completed its due diligence of the Sky Ranch property at which the Builder will purchase a certain number of platted single-family, detached residential lots, subject to the terms and the conditions set forth in the applicable Purchase and Sale Contract.

to the Amendments, the following events have occurred:

each Builder has served its Continuation Notice effective as of November10, 2017, and is now obligated to proceed with the purchase of lots subject to the terms and conditions of its Purchase and Sale Contract;

the forms of certain agreements attached as exhibits to the Purchase and Sale Agreements have been finalized, including, where applicable, the Lot Development Agreements, Tap Purchase Agreements, and Builders’ Letter of Credit Escrow Agreements;

PCY Holdings, Richmond and Taylor Morrison have agreed to a form of agreement for the construction of joint improvements to the property, which are improvements that jointly serve or otherwise benefit lots owned by two or more Builders (i.e., entry and other common roads and utilities in such roads);

PCY Holdings and the Builders have agreed to a form of Offsite Infrastructure Agreement, to which PCY Holdings will deposit funds necessary for the construction of offsite and joint infrastructure with the applicable governmental entity responsible for constructing such improvements, namely the Rangeview Metropolitan District (“Rangeview”) or the Sky Ranch Community Authority Board, a governmental authority organized by Sky Ranch Metropolitan District Nos.1 and 5 (the “Sky Ranch CAB”); and

PCY Holdings and the Builders have agreed to an Amenity Development Agreement to provide for the financing and construction of a community park at Sky Ranch, with the improvements above and beyond the original open space planned by PCY Holdings to be financed by the Builders.

As a result of these Amendments, PCY Holdings has until August10, 2018, to obtain final approval of the entitlements for the property, which date may be extended by PCY for up to six months. Within 10days of final approval of entitlements, Richmond and Taylor Morrison are required to close on and pay for their first takedown of platted lots (152lots) total. As a condition to the closings, PCY Holding is required to enter into service agreements with each of Rangeview and the Sky Ranch CAB to provide project management services with respect to the infrastructure to be constructed by such entities. In addition, PCY Holdings will be required to advance funds to Rangeview and the Sky Ranch CAB, which are to be maintained in segregated accounts, in the amount estimated to be required to construct the offsite improvements and joint improvements. Rangeview and the Sky Ranch CAB will use the advanced funds to pay for the improvements as constructed. The funding provided by PCY Holdings will be accrued to notes payable to PCY Holdings or Pure Cycle by Rangeview and the Sky Ranch CAB.

Once the first takedown of platted lots occurs, PCY Holdings will begin finishing the lots in accordance with the Lot Development Agreements. Richmond and Taylor Morrison will pay an additional sum to PCY Holdings upon completion of the finished lots. KB Homes has agreed to purchase finished lots, rather than platted lots, so it will pay the price of a finished lot (land and finishing costs) at each takedown of the lots it purchases.

On November15, 2017, Pure Cycle issued a press release regarding the Amendments. A copy of the press release is attached hereto as Exhibit99.1.

Item 9.01

Financial Statements and Exhibits.


Exhibit No.



Press Release dated November15, 2017

EX-99.1 2 purecycle-skyranchpressre.htm PRESS RELEASE Blueprint   Pure Cycle Corporation Announces   Release of Due Diligence on   Agreements for Sale of Lots at Sky Ranch   Denver,…
To view the full exhibit click here


Pure Cycle Corporation is an integrated water company that provides wholesale water and wastewater services. The Company provides its services to wholesale customers, which include industrial customers and local governmental entities that provide water and wastewater services to their end-use customers located in the Denver, Colorado metropolitan area. The Company is engaged in selling water service to customers, using water rights owned or controlled by the Company and developing infrastructure to divert, treat and distribute that water and collect, treat and reuse wastewater. The Company owns a portfolio of water rights located in the Denver, Colorado metropolitan area, Southeastern Colorado in the Arkansas River, and the Western Slope of Colorado in the Colorado River. The Company’s Denver area assets include Rangeview Water, the Lowry Range Property, Sky Ranch and Arapahoe County Fairgrounds.

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