LMNR · Limoneira Company

Limoneira Company, through its subsidiary Windfall Investors, LLC, has entered into a definitive agreement to divest a significant portion of its real estate holdings in Paso Robles, California. The transaction involves the sale of an 80% undivided tenant-in-common interest in approximately 724 acres of land, including grape vines, infrastructure, and associated intangible rights, to Peak Holdings, LLC. The structure of the deal provides Limoneira with immediate cash flow potential and retained financing exposure. The total consideration of $16 million is split between $10 million in cash and a $6 million promissory note secured by a deed of trust, which will be subordinated to any acquisition financing the Buyer obtains. This subordination introduces credit risk on the note portion that investors should weigh against the liquidity benefit of the cash proceeds. The transaction timeline includes a due diligence period expiring July 1, 2026, during which the Buyer can terminate for any reason, creating execution uncertainty. The deposit structure incentivizes closing, with half becoming non-refundable and payable to the Seller upon contingency expiration. The closing is targeted on or before October 31, 2026. This transaction represents a material monetization of agricultural real estate assets, potentially allowing the company to reduce debt or reinvest in core operations, although specific use of proceeds was not disclosed in the filing.