united ~~statessecurities~~states securities and exchange commission

Washington, D.C. 20549

form 8-k

current report

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~July~~February 1328, ~~2017~~2018

Royal Hawaiian Orchards, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-9145	99-0248088
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

688 Kinoole Street, Suite 121, Hilo, Hawaii	96720
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (808) -747-8471

N/A

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

~~Credit~~Asset ~~Agreement~~Purchase ~~with American AgCredit, PCA~~Agreement

On ~~July 13~~February 28, ~~2017~~2018, Royal Hawaiian Macadamia Nut, Inc., a Hawaii corporation and a 100% owned subsidiary of Royal Hawaiian Orchards, L.P., a(the ~~Delaware~~“Seller”), ~~limited~~entered ~~partnership~~into an Asset Purchase Agreement (the “~~Partnership~~Asset Purchase Agreement”), ~~Royal~~with ~~Hawaiian Services~~MacFarms, LLC, a Hawaii limited liability company, a subsidiary of Buderim Group Limited (the “~~RHS~~Buyer”). The Asset Purchase Agreement provides that, upon the terms and ~~Royal~~subject ~~Hawaiian~~to ~~Macadamia~~the ~~Nut~~conditions set forth in the Asset Purchase Agreement, ~~Inc.~~the Buyer will acquire from the Seller all assets which are currently owned by Seller and used in the marketing and retail sales of macadamia nuts under the Seller’s trademark and trade-name brands, aincluding ~~Hawaii~~but ~~corporation~~not limited to the Royal Hawaiian Orchards brand (the “~~RHMN~~Assets”), ~~executed~~in exchange for 11,220,242 fully paid ordinary shares in Buderim Group Limited (ASX:BUG). As part of the ~~Seventh~~transaction, ~~Amendment~~the toSeller ~~Amended~~and Buyer will enter into other agreements including a supply agreement and ~~Restated~~processing ~~Credit~~agreement. The Asset Purchase Agreement ~~(the~~has ~~“Seventh~~been ~~Amendment”)~~approved ~~with~~by the ~~Partnership’s~~board ~~existing~~of ~~lender~~directors ~~American~~of ~~AgCredit~~Royal Hawaiian Resources, ~~PCA~~Inc., a Hawaii corporation and managing general partner of the Seller.

AsThe aclosing ~~result,~~of the ~~Amended~~acquisition ~~and~~is ~~Restated~~subject ~~Credit~~to ~~Agreement~~customary ~~among~~closing ~~the Partnership~~conditions, ~~RHS~~including, ~~and~~among ~~RHMN~~others, asthe ~~borrowers,~~accuracy ~~and~~of ~~American~~the ~~AgCredit,~~representations ~~PCA,~~and ~~for~~warranties ~~itself,~~made asby athe ~~lender,~~parties ~~and~~contained asin ~~agent~~the ~~for~~Asset ~~all~~Purchase ~~lenders,~~Agreement ~~dated~~and aseach ofparty’s ~~March 27,~~compliance ~~2015,~~with asits ~~amended~~covenants ~~(the~~and ~~“Amended~~agreements ~~PCA~~contained ~~Credit~~in ~~Agreement”),~~the ~~was~~Asset ~~amended~~Purchase ~~as follows:~~Agreement.

~~(i)~~The ~~all~~parties ~~references~~have tomade customary representations and warranties in the ~~2010~~Asset ~~Term~~Purchase ~~Loan~~Agreement ~~and~~for ~~2015~~a ~~Bridge~~transaction ~~Loan~~of ~~(as~~this ~~previously~~nature. ~~defined~~The assertions embodied in the ~~Amended~~representations ~~PCA~~and ~~Credit~~warranties were made solely for purposes of the Asset Purchase Agreement) ~~were~~between ~~deleted~~the ~~because~~parties ~~those~~and ~~loans~~may ~~have~~be ~~been~~subject ~~repaid~~to important qualifications and limitations agreed to by the parties in connection with the negotiated terms. The holders of Seller’s depositary units representing Class A units of limited Seller interests are nonot ~~longer~~third-party ~~outstanding;~~beneficiaries under the Asset Purchase Agreement and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or conditions of the Seller or any of its respective subsidiaries or affiliates.

~~(ii)~~The ~~the~~Asset ~~maturity~~Purchase ~~date~~Agreement provides that the closing of the ~~Revolving~~transaction ~~Loan~~shall ~~(as~~take ~~defined~~place inno ~~the~~more ~~Amended~~than ~~PCA~~ten business ~~Credit~~days ~~Agreement)~~after ~~was~~the ~~extended~~date ~~for~~of ~~three~~the ~~years~~Asset ~~from~~Purchase ~~July~~Agreement ~~15,~~or ~~2017~~as tomutually ~~July~~agreed ~~15,~~by ~~2020;~~the parties.

~~(iii)~~The ~~the~~foregoing ~~Consolidated~~description ~~EBITDA~~of ~~(as defined in~~ the ~~Amended~~Asset ~~PCA~~Purchase ~~Credit~~ Agreement) ~~was~~is ~~changed~~qualified ~~from~~in aits ~~minimum~~entirety ~~$2,500,000~~by on the ~~last~~terms ~~day~~ of ~~each fiscal quarter to (A) $2,000,000 for~~ the ~~quarter ending June 30~~agreement, ~~2017,~~a ~~(B)~~copy ~~$2,250,000~~of ~~for~~which ~~the~~is ~~quarter~~attached ~~ending~~hereto ~~September~~as ~~30,~~Exhibit 10.1 ~~2017, (C) $2,750,000 for the quarters ending December 31, 2017, March 31, 2018, June 30, 2018,~~ and ~~September~~is ~~30,~~incorporated ~~2018,~~herein ~~and~~by ~~(D) $3,000,000 for the quarters ending December 31, 2018 and thereafter; and~~reference.

(iv) the Consolidated Tangible Net Worth (as defined in the Amended PCA Credit Agreement), as of the last day of any fiscal year beginning with the fiscal year ending December 31, 2017, shall not be less than $49,000,000 minus (i) the aggregate amount of Tax Distributions (as defined in the Amended PCA Credit Agreement) made on or after January 1, 2017; and plus (ii) the aggregate amount of positive Consolidated Net Income (as defined in the Amended PCA Credit Agreement) (but not reduced if Consolidated Net Income in any fiscal year is negative) for the fiscal year ending December 31, 2017 and for each fiscal year thereafter.

The foregoing description of the Seventh Amendment is qualified in its entirety by the terms of the Seventh Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
Exhibit No.		Description
10.1		~~Seventh~~Asset ~~Amendment~~Purchase ~~to Amended and Restated Credit~~ Agreement ~~among~~between Royal Hawaiian ~~Orchards, L.P., Royal Hawaiian Services, LLC, and Royal Hawaiian~~ Macadamia Nut, Inc., asand ~~Borrowers~~MacFarms, ~~American AgCredit~~LLC, ~~PCA, as Agent, and the Lenders,~~ dated as of ~~July~~February 1328, ~~2017~~2018.
99.1		Press Release, dated February 28, 2018

signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Royal Hawaiian Orchards, L.P.
	(Registrant)	~~(Registrant)~~
Date: July 14, 2017
Date: February 28, 2018
	By:	Royal Hawaiian Resources, Inc.,~~its Managing General Partner~~
		By:	/s/ Bradford Nelson
		its Managing General Partner
		Name:	Bradford Nelson
	By:	/s/ Bradford C. Nelson
		Title:	President
	Name:	Bradford C. Nelson
	Title:	President, Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

ExhibitNo.		Description
Exhibit No.		Description
10.1		~~Seventh~~Asset ~~Amendment~~Purchase ~~to Amended and Restated Credit~~ Agreement ~~among~~between Royal Hawaiian ~~Orchards, L.P., Royal Hawaiian Services, LLC, and Royal Hawaiian~~ Macadamia Nut, Inc., asand ~~Borrowers~~MacFarms, ~~American AgCredit~~LLC, ~~PCA, as Agent, and the Lenders,~~ dated as of ~~July~~February 1328, ~~2017~~2018.
99.1		Press Release, dated February 28, 2018

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