-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OFRBNRF6Co1OIxoe0L70fzDwqU1Li3w6eO5wLoQ18dD9RXvOkWy3jtrw8u+/XeDa 2jgkX3LgWk2Xg/ZSobMeiQ== 0001144204-10-034099.txt : 20100618 0001144204-10-034099.hdr.sgml : 20100618 20100618125556 ACCESSION NUMBER: 0001144204-10-034099 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100618 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20100618 DATE AS OF CHANGE: 20100618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POPE RESOURCES LTD PARTNERSHIP CENTRAL INDEX KEY: 0000784011 STANDARD INDUSTRIAL CLASSIFICATION: FORESTRY [0800] IRS NUMBER: 911313292 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09035 FILM NUMBER: 10905302 BUSINESS ADDRESS: STREET 1: 19245 10TH AVE NE CITY: POULSBO STATE: WA ZIP: 98370 BUSINESS PHONE: 360-394-0520 MAIL ADDRESS: STREET 1: 19245 10TH AVE NE CITY: POULSBO STATE: WA ZIP: 98370 8-K/A 1 v188597_8ka.htm Unassociated Document
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))
 
 
 
 
 
INFORMATION TO BE INCLUDED IN THE REPORT
 
 
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
  
       
 
 
 
 
 -----END PRIVACY-ENHANCED MESSAGE-----