PURE CYCLE CORP — Capital/Financing Update 2017

Jun 29, 2017

8-K 1 purecycleform8-k.htm CURRENT REPORT FOR FORM 8-K Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2017 Issuer Direct Corporation Blueprint

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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

Rule Below Paragraph

(Exact name of registrant as specified in its charter)

Colorado

Rule Below Paragraph

(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

Rule Below Paragraph

(Address of principal executive offices) (Zip Code)

Registrant’s telephone, including area code (303) 292-3456

N/A

Rule Below Paragraph

(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):

anchor ☐ 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. ☐

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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.

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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

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Text of
press release by Pure Cycle, dated June 29, 2017.

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