SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Current
Report Pursuant to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of Report (Date
of Earliest Event Reported) June
18, 2010
Pope
Resources, A Delaware Limited Partnership
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
91-1313292
(I.R.S.
Employer
Identification
No.)
|
19245
Tenth Avenue NE, Poulsbo, Washington 98370
(Address
of principal executive
offices) (ZIP Code)
Registrant's
telephone number, including area code (360)
697-6626
NOT
APPLICABLE
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (SEE General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities
Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17
CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
(17 CFR 240.14d-(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
Explanatory
Note: Narrative in a previously filed 8-K reported our blended
long-term interest rate inconsistently with a table included
therein. The narrative should have stated that our long-term debt now
carries a blended interest rate of 5.64%.
On June
10, 2010 the Partnership entered into a new $20.0 million term loan agreement
with Northwest Farm Credit Services (NWFCS). The new loan has three tranches of
varying maturities and interest rates so that, when combined with the 10-year
mortgage we entered into last fall, our long-term debt now carries a blended
interest rate of 5.64% (see table below). Debt service obligations during the
term of the loan will be interest-only, with the full principal amount due for
each tranche at the respective 5, 7, and 15-year tranche maturities. Proceeds
from this new term loan replace an $18.6 million term loan carrying a fixed
interest rate of 7.63% to John Hancock Life Insurance Company (JHLIC) that was
not due in full until April 2011. In addition to retiring the JHLIC note, the
Partnership paid $1.2 million of debt extinguishment costs due to JHLIC for
early retirement of this debt. The Partnership paid off both the JHLIC loan and
debt extinguishment costs in April 2010 by utilizing cash on hand and tapping
the Partnership’s revolving line of credit.
Following
the funding of the new term loan, the Partnership has a debt structure, all
financed through NWFCS, totaling $29.8 million with the following staggered
maturities and interest rates:
|
Balance
|
Maturity
|
Interest
Rate
|
|
$5.0
million
|
September
2015
|
4.10%
|
|
$5.0
million
|
September
2017
|
4.85%
|
|
$9.8
million
|
September
2019
|
6.40%
|
|
$10.0
million
|
September
2025
|
6.05%
|
|
Weighted
average term debt rate
|
5.64%
|
|
As part
of the aforementioned term loan refinancing with NWFCS, the Partnership has
restructured its NWFCS line of credit to provide for a maturity of August 2013
and a loan limit of $20 million, down from the $35 million currently available.
As mentioned above, this line of credit was utilized to bridge between the April
2010 payoff of JHLIC to the funding of the new term loan in June 2010. The line
of credit utilizes variable borrowing rates dependent on factors set forth by
the loan agreement. At closing there were no amounts outstanding
under the revised agreement.
SIGNATURES
Pursuant
to the requirements of Section 13 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP | |||
|
DATE:
June 18, 2010
|
By:
|
/s/ Thomas M. Ringo | |
| Thomas M. Ringo | |||
|
Vice
President and Chief Financial Officer, Pope Resources, A Delaware Limited
Partnership, and Pope MGP, Inc., General Partner
|
|||