Attached files
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| EX-99.1 - PRESS RELEASE - PURE CYCLE CORP | pcyo_ex991.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): October 30, 2020
PURE CYCLE CORPORATION
(Exact
name of registrant as specified in its charter)
Colorado
(State
or other jurisdiction of incorporation)
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0-8814
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84-0705083
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(Commission
File Number)
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(IRS
Employer Identification No.)
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34501 East Quincy Avenue, Building 34, Watkins, CO
80137
(Address
of principal executive offices) (Zip Code)
(303)
292-3456
Registrant’s
telephone, including area code
N/A
(Former
name or former address, if changed since last report.)
Securities
registered pursuant to Section 12(b) of the Act:
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Common Stock 1/3 of $.01 par value
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PCYO
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The NASDAQ Stock Market
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(Title
of each class)
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(Trading
Symbol(s))
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(Name
of each exchange on which registered)
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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
(§ 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 KB Home Colorado Inc. (“KB
Home”), Melody Homes, Inc., a wholly-owned subsidiary of DR
Horton (“Melody”), Challenger Denver, LLC
(“Challenger”), and Meritage Homes of Colorado, Inc.
(“Meritage”), collectively referred to as the
“Builders.” The Purchase and Sale Contracts with KB
Home and Melody were entered into on October 30, 2020. The
Purchase and Sale Contracts with Meritage and Challenger were
entered into on November 2, 2020. 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 residential lots at the Sky Ranch property, located in
unincorporated Arapahoe County, Colorado, approximately four miles
south of the Denver International Airport.
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. KB Home, Meritage, and Challenger have a
60-day due diligence period and Melody has a 75-day due diligence
period. Within seven business days of the execution of each
Purchase and Sale Contract, the Builders are obligated to make an
earnest money deposit. Pursuant to certain Purchase and Sale
Contracts, Builders are required to make additional earnest money
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
agreements with KB Home, Meritage and Challenger follow a Lot
Development Agreement format under which payments are due upon
satisfaction of certain milestones including platted lot delivery,
completion of wet utilities, and the final payment due upon
delivery of completed, ready-to build, finished lots. The Purchase
and Sale Contract with Melody follows a finished lot delivery
format whereby full payment is due upon completion of a finished
ready-to-build lot.
On
November 3, 2020, 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.
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PURE
CYCLE CORPORATION
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Date: November 3,
2020
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By:
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/s/ Kevin B.
McNeill
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Name: Kevin B.
McNeill
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Title:
Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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Text of
press release by Pure Cycle, dated November 3, 2020.
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