Limoneira CO 8-K

What Happened

• Limoneira Company (LMNR) announced on April 14–15, 2026 that it formed a special-purpose joint venture, Agromin-Limoneira LLC (“NewCo”), with Agromin (California Wood Recycling, dba Agromin) to design, build and operate an organics recycling facility on Limoneira land in Ventura County. The facility is expected to be operational in the second half of Limoneira’s fiscal year 2027.
• Limoneira and Agromin are each 50% members of NewCo and will jointly manage NewCo through a board of managers (each party may appoint two members). Limoneira will lease land and provide interim financing to NewCo and both parties will seek third‑party construction financing.

Key Details

• Ownership & governance: 50/50 membership in Agromin-Limoneira LLC; board with two appointees each. Certain major actions require unanimous approval.
• Land & water lease: Limoneira leased 70 acres to NewCo; NewCo pays initial quarterly rent of $140,000 once the facility is operating (with annual escalations). NewCo has rights to use up to 89 acre-feet of Limoneira water per year. Initial lease term is 50 years with multiple renewal options.
• Short-term financing: Limoneira provided a revolving line of credit to NewCo of up to $5,000,000 at variable interest (SOFR + 3.50%), maturing in 18 months; secured by NewCo’s personal property under a pledge and security agreement.
• Additional debt and guarantees: NewCo may incur up to $23,000,000 of additional senior indebtedness (to which the $5M loan is subordinated). Limoneira and Agromin will each use commercially reasonable efforts to obtain institutional construction financing and may act as loan guarantors pro rata or jointly if acceptable; NewCo will indemnify members for guaranty liabilities except for losses from defined “bad conduct.”

Why It Matters

• This deal leverages Limoneira’s land and water assets to create a new operating venture that could generate lease income and new business related to organics recycling. The long lease term and renewal options provide potential long-term revenue visibility from the site.
• Investors should note the funding and construction risks: Limoneira is providing interim credit, may be asked to guarantee construction loans, and the venture can incur substantial additional senior debt. The timing target is mid‑fiscal‑2027 for operations, so near‑term capital and permitting milestones will be important to watch.
• Limoneira issued a press release on April 15, 2026 announcing the formation of NewCo; full agreements are attached as exhibits to the 8‑K.