This filing is done by 734 Investors which is owned by Remy Trafelet and George Brokaw. The duo are also in charge of Trafelet Capital which owns a much smaller stake in Alico Inc (NASDAQ:ALCO).
The details of the filing can be seen below:
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
734 Investors | 3,200,405 | 0 | 3,200,405 | 0 | 3,200,405 | 42.97% |
734 Agriculture | 3,200,405 | 0 | 3,200,405 | 0 | 3,200,405 | 42.97% |
Remy W. Trafelet | 723,673 | 3,548,397 | 723,673 | 3,548,397 | 4,272,070 | 57.36% |
George R. Brokaw | 118,093 | 3,471,287 | 118,093 | 3,471,287 | 3,589,380 | 48.19% |
Page 1 of 9 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6) *
ALICO, INC.
(Name of Issuer) |
Common Stock, par value $0.01 per share
(Title of Class of Securities) |
016230 10-4
(CUSIP Number) |
Remy W. Trafelet
c/o 734 Investors, LLC
410 Park Avenue, 17th Floor
New York, New York 10022
(212) 201-7800
with a copy to:
Diana L. Hayes, Esq.
Trenam, Kemker, Scharf, Barkin, Frye, ONeill & Mullis, P.A.
2700 Bank of America Plaza
Tampa, Florida 33602
(813) 227-7433
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
October 3, 2018
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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Page 2 of 9 – SEC Filing
1 | NAME OF 734 Investors, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL ☐ | |||||
6 | CITIZENSHIP OR PLACE OF Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 3,200,405 (1) | ||||
8 | SHARED VOTING POWER -0- | |||||
9 | SOLE DISPOSITIVE POWER 3,200,405 (1) | |||||
10 | SHARED DISPOSITIVE POWER -0- | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,200,405 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 42.97% | |||||
14 | TYPE OF REPORTING PERSON OO (Limited Liability Company) |
(1) | Includes 20,000 shares of Common Stock owned by George R. Brokaw. Mr. Brokaw has entered into an agreement |
(2) | The percentage of shares of Common Stock was determined using a denominator of 7,447,723 shares of Common Stock |
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Page 3 of 9 – SEC Filing
1 | NAME OF 734 Agriculture, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL ☐ | |||||
6 | CITIZENSHIP OR PLACE OF Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 3,200,405 (1) | ||||
8 | SHARED VOTING POWER -0- | |||||
9 | SOLE DISPOSITIVE POWER 3,200,405 (1) | |||||
10 | SHARED DISPOSITIVE POWER -0- | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,200,405 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 42.97% | |||||
14 | TYPE OF REPORTING PERSON OO (Limited Liability Company) |
(1) | All of these shares of Common Stock may be deemed to be beneficially owned by 734 Agriculture, LLC solely in |
(2) | The percentage of shares of Common Stock was determined using a denominator of 7,447,723 shares of Common Stock |
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Page 4 of 9 – SEC Filing
1 | NAME OF Remy W. Trafelet | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL ☐ | |||||
6 | CITIZENSHIP OR PLACE OF USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 723,673 (1) | ||||
8 | SHARED VOTING POWER 3,548,397 (2) | |||||
9 | SOLE DISPOSITIVE POWER 723,673 (1) | |||||
10 | SHARED DISPOSITIVE POWER 3,548,397 (2) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,272,070 (2) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 57.36% | |||||
14 | TYPE OF REPORTING PERSON IN |
(1) | 350,972 of these shares of Common Stock are held by a limited liability company of which Mr. Trafelet is |
(2) | 3,200,405 of these shares of Common Stock may be deemed to be beneficially owned by Mr. Trafelet solely in |
(3) | The percentage of shares of Common Stock was determined using a denominator of 7,447,723 shares of Common Stock |
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Page 5 of 9 – SEC Filing
1 | NAME OF George R. Brokaw | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL ☐ | |||||
6 | CITIZENSHIP OR PLACE OF USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 118,093 | ||||
8 | SHARED VOTING POWER 3,471,287 (1) | |||||
9 | SOLE DISPOSITIVE POWER 118,093 | |||||
10 | SHARED DISPOSITIVE POWER 3,471,287 (1) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,589,380 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 48.19% | |||||
14 | TYPE OF REPORTING PERSON IN |
(1) | Of these shares of Common Stock, 20,000 shares are held directly by Mr. Brokaw and 3,180,405 of these |
(2) | The percentage of shares of Common Stock was determined using a denominator of 7,447,723 shares of Common Stock |
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Page 6 of 9 – SEC Filing
Introduction.
This Amendment No. 6 (this Amendment No. 6) amends and supplements the Schedule 13D originally filed
with the Securities and Exchange Commission (the SEC) on November 29, 2013, as amended by Amendment No. 1 filed with the SEC on December 8, 2014, Amendment No. 2 filed with the SEC on January 16, 2015,
Amendment No. 3 filed with the SEC on March 3, 2015, Amendment No. 4 filed with the SEC on March 30, 2015 and Amendment No. 5 filed with the SEC on August 27, 2015 by 734 Investors, LLC, a Delaware limited liability
company (734 Investors), 734 Agriculture, LLC, a Delaware limited liability company (734 Agriculture), Remy W. Trafelet and George R. Brokaw (as amended, the Schedule 13D). Except as indicated
in this Amendment No. 6, all other information set forth in the Schedule 13D remains unchanged and capitalized terms used herein which are not defined herein have the same meanings set forth in the Schedule 13D.
Item 2. Identity and Background.
Item 2(b)
(c) of the Schedule 13D is hereby amended and restated as follows:
734 Investors is a Delaware limited liability company, the
principal purpose of which is to hold shares of the Common Stock.
734 Agriculture is a Delaware limited liability company, the principal
purpose of which is to be the managing member of 734 Investors.
Messrs. Trafelet and Brokaw are the managers of 734 Agriculture and serve
as members of the board of directors of the Issuer (the Board).
The present principal occupation of Mr. Brokaw is
a private investor and Executive Vice Chairman of the Issuer. The present principal occupation of Mr. Trafelet is President and Chief Executive Officer of Trafelet Brokaw & Co., LLC, and President and Chief Executive Officer of the
Issuer. The principal business of Trafelet Brokaw & Co., LLC is private investment management.
The principal place of business
address of each of the Reporting Persons is 410 Park Avenue, 17th Floor, New York, New York, 10022.
Item 4. Purpose of Transaction.
This Amendment No. 6 reports (i) the disposition by the Reporting Persons of shares of the Common Stock of the Issuer pursuant to the
Issuers tender offer which closed on October 3, 2018, with shares purchased and consideration paid on October 9, 2018, and (ii) increases in Messrs. Trafelet and Brokaws respective beneficial ownership of the Issuer since
the filing of Amendment No. 5.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
The Issuer filed Amendment No. 3 to its Tender Offer Statement on Schedule TO with the SEC on October 9, 2018 announcing the final
results of the Issuers tender offer (the Tender Offer). On October 9, 2018, the Issuer accepted for purchase, at a price of $34.00 per share, an aggregate of 752,234 shares of the Common Stock of the Issuer that were
validly tendered and not withdrawn in the Tender Offer. Because the Tender Offer was oversubscribed, the number of shares of Common Stock of the Issuer accepted for purchase by the Issuer from each tendering stockholder was prorated, at a proration
factor of approximately 14.17%. The shares of Common Stock of the Issuer accepted for purchase by the Issuer included 525,052 shares of Common Stock tendered by 734 Investors.
As disclosed in the Issuers Offer to Purchase attached to the Issuers Schedule TO filed with the SEC on September 5, 2018, as
amended, 734 Investors and 734 Agriculture, in addition to having sold shares of Common Stock to the Issuer in the Tender Offer, reserves the right to privately negotiate the repurchase by the Issuer of an additional portion of their Common Stock
after the date of this filing to help fund a one-time debt obligation of 734 Investors and 734
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Page 7 of 9 – SEC Filing
Agriculture. Any such privately-negotiated repurchase of any Common Stock held by 734 Investors and 734 Agriculture after the date of this filing may occur on terms more or less favorable than
the terms of purchase in the Tender Offer, or at a per share price greater or less than the purchase price in the Tender Offer. However, there is currently no agreement between 734 Investors and 734 Agriculture, on the one hand, and the Issuer, on
the other hand, related to such additional repurchase.
In addition, as previously disclosed on the applicable Reporting Persons
respective Form 4s, (i) on December 31, 2016, Mr. Brokaw was granted a stock option to purchase 225,000 shares of Common Stock of the Issuer at an exercise price of $27.15 per share, pursuant to a nonqualified option agreement (the
Brokaw December Option Agreement) issued under the Issuers Stock Incentive Plan of 2015, of which options to purchase 187,500 have been subsequently forfeited, leaving options to purchase 37,500 shares of Common Stock (the
Brokaw December Options), (ii) on December 31, 2016, Mr. Trafelet was granted a stock option to purchase 300,000 shares of Common Stock of the Issuer at an exercise price of $27.15 per share, pursuant to nonqualified
option agreement (the Trafelet December Option Agreement) issued under the Issuers Stock Incentive Plan of 2015 (the Trafelet December Options, and together with the Brokaw December Options, the
December Options), and (iii) on September 4, 2018, Mr. Trafelet was granted a stock option to purchase 210,000 shares of Common Stock of the Issuer at an exercise price of $33.60 per share, pursuant to a
nonqualified option agreement (the Trafelet September Option Agreement, and collectively with the Brokaw December Option Agreement and Trafelet December Option Agreement, the Stock Option Agreements) issued
under the Issuers Stock Incentive Plan of 2015 (the September Options).
The December Options and the September
Options vest (subject to terms in the applicable Stock Option Agreements as to the respective term of the option, continued employment and accelerated vesting) only if certain respective specified trading price thresholds for the Issuers
Common Stock are achieved over a consecutive 20-day trading period within the respective term of the option. The specific trading price thresholds, vesting schedules and other terms of the December Options and
September Options are set forth in the full Stock Option Agreements, which are incorporated hereto by reference to the Stock Option Agreements attached as Exhibits 2, 3, and 4 to this Amendment No. 6.
Item 5. Interest in Securities of the Issuer.
Item
5 of the Schedule 13D is hereby amended and restated as follows:
(a), (b) Items 7 through 11 and 13 of each of the cover pages of
this Amendment No. 6 are incorporated herein by reference. None of the December Options or September Options are currently exercisable within 60 days of the date of this Amendment No. 6 and therefore the underlying shares of Common Stock
are not deemed to be beneficially owned by the Reporting Persons under Rule 13d-3 of the Act as of the date of this Amendment No. 6.
(c)
Disposition pursuant
to the Issuer Tender Offer. As described in Item 4 above, on October 9, 2018, 734 Investors sold 525,052 shares of Common Stock of the Issuer to the Issuer in accordance with the Tender Offer, and 734 Investors received $17,851,768.00 in the
aggregate for such shares.
Except as described in this Schedule 13D, as amended, to the knowledge of any of the Reporting Persons, no
other transactions in the Common Stock were effected by any of the Reporting Persons or any of the entities or persons named in Item 2 hereto during the 60 days prior to the date of this Amendment No. 6.
(d) Except as set forth in this Schedule 13D, as amended, to the knowledge of the Reporting Person, no person had the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D, as amended.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and
supplemented by adding the following paragraph to the end of Item 6:
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Page 8 of 9 – SEC Filing
As disclosed in the Schedule 13D, 734 Investors entered into a margin loan agreement with
Rabo AgriFinance, Inc., as lender, on the terms described therein (the Credit Agreement). The Credit Agreement was subsequently amended through a series of amendments to reduce the overall commitment to $20 million, change
the interest rate to the one-month LIBOR rate plus 2.5%, and extend the maturity date to November 1, 2019, among other amendments. Any description of the Credit Agreement and the margin loan obtained
pursuant to the Credit Agreement is qualified in its entirety by reference to the full Credit Agreement, as amended, which is incorporated hereto by reference to such Credit Agreement as previously filed with the Schedule 13D, and the amendments
thereto as attached as Exhibits 5, 6, 7, and 8 to this Amendment No. 6.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement pursuant to Rule 13d-1(k)
Exhibit 2 Nonqualified Option Agreement dated December 31, 2016 by and between Alico, Inc. and George R. Brokaw.
Exhibit 3 Nonqualified Option Agreement dated December 31, 2016 by and between Alico, Inc. and Remy W. Trafelet.
Exhibit 4 Nonqualified Option Agreement dated September 7, 2018 by and between Alico, Inc. and Remy W. Trafelet.
Exhibit 5 First Amendment to Credit Agreement by and between 734 Investors, LLC and Rabo AgriFinance, Inc., dated as of July 18,
2014.
Exhibit 6 Second Amendment to Credit Agreement by and between 734 Investors, LLC and Rabo AgriFinance, Inc., dated as of
June 8, 2015.
Exhibit 7 Third Amendment to Credit Agreement by and between 734 Investors, LLC and Rabo AgriFinance, Inc.,
dated as of August 29, 2017.
Exhibit 8 Fourth Amendment to Credit Agreement by and between 734 Investors, LLC and Rabo
AgriFinance, Inc., dated as of June 7, 2018.
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Page 9 of 9 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best of the undersigneds knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: October 11, 2018
734 INVESTORS, LLC | ||
By: | 734 Agriculture, LLC, its managing member | |
By: /s/ Remy W. Trafelet | ||
Remy W. Trafelet, Manager | ||
734 AGRICULTURE, LLC | ||
By: | /s/ Remy W. Trafelet | |
Remy W. Trafelet, Manager | ||
REMY W. TRAFELET, individually | ||
/s/ Remy W. Trafelet | ||
GEORGE R. BROKAW, individually | ||
/s/ George R. Brokaw |