Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - PURE CYCLE CORP | exhibit991.htm |
UNITED 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): June 26, 2017
PURE CYCLE CORPORATION
(Exact
name of registrant as specified in its charter)
Colorado
(State
or other jurisdiction of incorporation)
|
0-8814
|
|
84-0705083
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
34501 East Quincy Avenue, Building 34, Box 10, Watkins, CO
80137
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone, including area code (303)
292-3456
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):
☐
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
(§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this
chapter).
☐
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.
Pure
Cycle Corporation announced today that, PCY Holdings, LLC
(“PCY Holdings”), a Colorado limited liability company
wholly owned by Pure Cycle Corporation, a Colorado corporation
(“Pure Cycle”), entered into Contracts for Purchase and
Sale of Real Estate (collectively, the “Purchase and Sale
Contracts”) 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 Purchase and Sale Contract provides
that, upon the terms and subject to the conditions set forth in the
Purchase and Sale Contract, PCY Holdings will sell, and the Builder
will purchase, a certain number of platted single-family, detached
residential lots at the Sky Ranch property, located in
unincorporated Arapahoe County, Colorado, approximately four miles
north of the Lowry Range.
The
closing of the transactions contemplated by each Purchase and Sale
Contract is subject to customary closing conditions, including,
among others, the Builder’s completion to its satisfaction of
a title review and other due diligence of the property, the
accuracy of the representations and warranties made by PCY Holdings
contained in the Purchase and Sale Contract, and a commitment by
the title company to issue to the Builder a title policy, subject
to certain conditions. Each Builder has a 60-day due diligence
period. Within three business days of the execution of each
Purchase and Sale Contract, the Builder is obligated to make an
earnest money deposit. Pursuant to certain Purchase and Sale
Contracts, the Builder is required to make an additional earnest
money deposit or deposits after the due diligence period and/or
final approval of the entitlements for the property. If a Purchase
and Sale Contract is terminated prior to the expiration of the due
diligence period, then the earnest money deposit must be refunded
to the Builder. Otherwise, the earnest money deposit or deposits
will be applied to the payment of the purchase price of the lots at
closing in accordance with a specified takedown schedule or be paid
to PCY Holdings, subject to certain conditions. Pursuant to each
Purchase and Sale Contract, PCY Holdings must use commercially
reasonable efforts to obtain final approval of the entitlements for
the property on or before nine months after the expiration of the
due diligence period, but PCY Holdings will have the right to
extend the date for obtaining final approval of the entitlements
for up to six months after the initial nine-month
period.
PCY
Holdings has made customary representations and warranties in the
Purchase and Sale Contracts for a transaction of this nature.
Certain of PCY Holdings’ representations and warranties are
subject to knowledge and other similar qualifications and will
survive for 12 months after each closing of a takedown of lots. The
assertions embodied in the representations and warranties were made
solely for purposes of the Purchase and Sale Contracts between PCY
Holdings and the Builders and may be subject to important
qualifications and limitations agreed to by the parties in
connection with the negotiated terms. Pure Cycle’s
shareholders are not third-party beneficiaries under the Purchase
and Sale Contracts and should not rely on the representations and
warranties or any descriptions thereof as characterizations of the
actual state of facts or conditions of PCY Holdings or any of its
affiliates.
The
Richmond and Taylor Morrison contracts contemplate the sale of
platted lots and PCY Holdings entering into a Lot Development
Agreement with each builder whereby PCY Holdings will construct
certain insfrastructure improvements for the lots. The KB
Home Agreement contemplates the sale of finished lots to KB
Home.
On
June 29, 2017, Pure Cycle issued a press release regarding the
Purchase and Sale Contracts. A copy of the press release is
attached hereto as Exhibit 99.1.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits.
See
Exhibit Index.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
June 29, 2017
PURE
CYCLE CORPORATION
By:
/s/ Mark W. Harding
Name:
Mark W. Harding
Title:
President and Chief Financial Officer
EXHIBIT
INDEX
|
Exhibit No.
|
|
Description
|
|
|
Text of
press release by Pure Cycle, dated June 29, 2017.
|