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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):
March 17, 2026 (March 12, 2026)
ALEXANDER
& BALDWIN, INC.
(Alexander &
Baldwin Holdings, LLC as successor by merger to Alexander & Baldwin, Inc.)
(Exact name of registrant
as specified in its charter)
| Hawaii |
001-35492 |
45-4849780 |
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
| |
|
|
| 822 Bishop Street |
|
|
| Post Office Box 3440, Honolulu,
Hawaii |
|
96801 |
| (Address of principal executive offices) |
|
(Zip Code) |
(808)
525-6611
(Registrant's telephone number, including
area code)
|
| 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:
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name of each exchange
on which registered |
| Common Stock, without par value |
ALEX |
New York Stock Exchange |
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. ¨
Introductory Note
This Current Report on Form 8-K
is being filed in connection with the completion on March 12, 2026 of the transactions contemplated by that certain Agreement
and Plan of Merger, dated as of December 8, 2025 (the “Merger Agreement”), by and among Alexander & Baldwin, Inc.,
a Hawaii corporation (the “Company”), Tropic Purchaser LLC, a Delaware limited liability company (“Parent”),
and Tropic Merger Sub LLC, a Hawaii limited liability company and wholly owned subsidiary of Parent (“Merger Sub”). Parent
is a joint venture formed by MW Group and funds affiliated with Blackstone Real Estate and DivcoWest. On the terms and subject to the
conditions of the Merger Agreement, upon the consummation of the Merger (the “Closing”), the Company merged with and into
Merger Sub (the “Merger”) and the separate existence of the Company ceased and Merger Sub survived as a wholly owned subsidiary
of Parent (the “Surviving Company”). As of the Closing, the Surviving Company became known as Alexander & Baldwin
Holdings, LLC.
| Item 1.02. | Termination of a Material Definitive
Agreement |
The information provided
in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Credit Agreement and Manoa Marketplace Loan
Payoff
On March 12, 2026,
in connection with the Merger, the Company (i) caused the termination and repayment in full of all indebtedness, liabilities and
other obligations under the Fourth Amended and Restated Credit Agreement, dated as of October 17, 2024, by and among the Company,
Alexander & Baldwin Investments, LLC, Alexander & Baldwin, LLC, Alexander & Baldwin, LLC, Series R, Alexander &
Baldwin, LLC, Series T, Alexander & Baldwin, LLC, Series M, Bank of America N.A., First Hawaiian Bank, KeyBank National
Association, Wells Fargo Bank, National Association and other parties thereto, as amended by the First Amendment dated as of November 3,
2025 and (ii) caused the termination and repayment in full of all indebtedness, liabilities and other obligations under (a) the
Loan Agreement, dated as of August 1, 2016, by and among ABL Manoa Marketplace LF LLC, A&B Manoa LLC, ABL Manoa Marketplace
LH LLC, ABP Manoa Marketplace LH LLC and First Hawaiian Bank, as amended by the First Amendment dated as of April 10, 2018 and (b) the
Promissory Note, dated as of August 1, 2016, by and among ABL Manoa Marketplace LF LLC, A&B Manoa LLC, ABL Manoa Marketplace
LH LLC, ABP Manoa Marketplace LH LLC and First Hawaiian Bank, as modified by the Note Modification Agreement, dated as of August 10,
2021.
AIG Notes
On March 12, 2026, in connection
with the Merger and in accordance with the Note Purchase and Private Shelf Agreement, dated as of December 20, 2017, by and among the
Company, Alexander & Baldwin, LLC, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, Alexander &
Baldwin, LLC, Series M, AIG Asset Management (U.S.), LLC and certain other parties thereto, as amended by the First Amendment dated as
of March 5, 2018 and the Second Amendment dated as of August 31, 2021, the Surviving Company delivered a notice of prepayment to holders
of the 4.30% Series 2017-1 Senior Notes due December 20, 2029 (“AIG Notes”), providing
for the prepayment on March 17, 2026 of all $25,000,000 in aggregate principal amount of
the outstanding AIG Notes. On March 17, 2026, the Surviving Company caused an aggregate of approximately $25,295,616 to be paid to the
holders of the AIG Notes, such amounts being sufficient to prepay and redeem in full all $25,000,000 in aggregate principal amount of
the outstanding AIG Notes, plus accrued and unpaid interest to, but not including March 17, 2026, and any applicable make-whole amount
with respect to the AIG Notes.
PGIM Notes
On March 12, 2026, in connection
with the Merger and in accordance with the Third Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 15,
2024, by and among the Company, Alexander & Baldwin, LLC, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series
T, Alexander & Baldwin, LLC, Series M, PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) and certain other parties
thereto, as amended by the First Amendment dated as of December 17, 2024, the Surviving Company delivered notices of prepayment to holders
of the 5.56% Series C Senior Notes due July 25, 2026, 4.35% Series F Senior Notes due September 1, 2026, 4.04% Series H Senior Notes due
November 21, 2026, 4.81% Series K Senior Notes due April 18, 2027, 3.88% Series G Senior Notes due December 31, 2027, 4.89% Series L Senior
Notes due April 18, 2028, 4.16% Series I Senior Notes due December 8, 2028 and 6.09% Series M Senior Notes due April 15, 2032 (collectively,
“PGIM Notes”), providing for the prepayment on March 17, 2026 of all $205,125,000
in aggregate principal amount of the outstanding PGIM Notes. On March 17, 2026, the Surviving Company
caused an aggregate of approximately $214,623,377 to be paid to the holders of the PGIM Notes, such amounts being sufficient to prepay
and redeem in full all $205,125,000 in aggregate principal amount of the outstanding
PGIM Notes, plus accrued and unpaid interest to, but not including March 17, 2026, and any applicable yield-maintenance amount with respect
to the PGIM Notes.
| Item 2.01. | Completion of Acquisition or Disposition
of Assets. |
The information provided
in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. Capitalized terms used but not
otherwise defined in Item 2.01 of this report have the meanings set forth in the Merger Agreement.
Pursuant to the terms and
conditions of the Merger Agreement, among other things:
| · | Company
Common Stock: At the effective time of the Merger (the “Merger Effective Time”),
each share of common stock, without par value of the Company (“Company Common Stock”),
issued and outstanding immediately prior to the Merger Effective Time (other than any shares
of Company Common Stock held by the Company or any subsidiary of the Company or held by Parent
or Merger Sub) was cancelled and automatically converted into the right to receive an amount
in cash equal to $20.85 per share (which is $21.20 per share less the January Dividend
of $0.35 per share), without interest and less any applicable withholding taxes (the
“Common Stock Merger Consideration”). |
| · | Restricted
Stock Awards: At the Merger Effective Time, each Company RSU Award (other than a Director
RSU Award) and Company PSU Award (other than a Company PSU Award for which all service-based
vesting conditions were satisfied prior to the Closing) that was outstanding as of immediately
prior to the Merger Effective Time was cancelled and converted into the right to receive
an amount in cash (subject to applicable withholding taxes) equal to the product of (i) the
aggregate number of shares of Company Common Stock subject to such Company RSU Award or Company
PSU Award, as applicable, immediately prior to the Merger Effective Time and (ii) the
Common Stock Merger Consideration, plus any accrued and unpaid dividend equivalents corresponding
to such Company RSU Award or Company PSU Award, as applicable (with any performance goals
applicable to any Company PSU Award deemed satisfied at the greater of (A) the target
level of performance applicable to such Company PSU Award and (B) the actual level of
performance achieved as of immediately prior to the Merger Effective Time, measured in accordance
with certain parameters agreed upon by the parties) (the “Cash Replacement Award Amount”).
The Cash Replacement Award Amount will vest and be payable at the same time as the Company
RSU Award or Company PSU Award, as applicable, for which such Cash Replacement Award Amount
was exchanged. Following the Merger Effective Time, each Cash Replacement Award Amount shall
remain subject to the applicable award agreement governing the terms of the corresponding
Company RSU Award or Company PSU Award, including double-trigger severance protections and
vesting terms, except that, effective as of the Merger Effective Time, any Cash Replacement
Award Amount corresponding to a Company PSU Award shall solely be subject to applicable time-based
vesting conditions. Also at the Merger Effective Time, each Director RSU Award and each Company
PSU Award for which all service-based vesting conditions were satisfied prior to the Closing
that was outstanding immediately prior to the Merger Effective Time was cancelled and converted
into the right to receive an amount in cash based on the per-share Common Stock Merger Consideration,
plus any accrued and unpaid dividend equivalents corresponding to such Director RSU Award
and Company PSU Award, as applicable. |
The foregoing description
of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified
in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K
filed on December 9, 2025, and is incorporated herein by reference.
| Item 3.01. | Notice of Delisting of Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
The information provided in the Introductory Note
and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On March 12, 2026,
in connection with the completion of the Merger, the Company notified the New York Stock Exchange (“NYSE”) of the consummation
of the Merger and requested that NYSE suspend trading of the shares of Company Common Stock and file with the SEC a notification of removal
from listing and registration on Form 25 to effect the delisting of shares of Company Common Stock from NYSE and the deregistration
of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following
the effectiveness of the Form 25, the Surviving Company intends to file a Form 15 with the SEC requesting the termination of
the registration of Company Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations
under Sections 13(a) and 15(d) of the Exchange Act.
| Item 3.03. | Material Modification to Rights
of Security Holders |
The information provided
in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Upon the Merger Effective
Time, each holder of shares of Company Common Stock issued and outstanding immediately prior to the Merger Effective Time ceased to have
any rights as a shareholder of the Company (other than the right of the holders of Company Common Stock to receive the Common Stock Merger
Consideration).
| Item 5.01. | Changes in
Control of Registrant |
The information provided
in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the completion
of the Merger, a change in control of the Company occurred, and Merger Sub, as successor by merger to the Company, remains a subsidiary
of Parent. Parent is a joint venture formed by MW Group and funds affiliated with Blackstone Real Estate and DivcoWest.
| Item 5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers |
The information provided
in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the completion
of the Merger and as contemplated by the Merger Agreement, at the Merger Effective Time, each of Eric K. Yeaman, Lance K. Parker, Shelee
M. T. Kimura, Diana M. Laing, John T. Leong and Douglas M. Pasquale resigned from the Company’s Board of Directors. These resignations
were in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any
matters relating to the Company’s operations, policies or practices.
On March 12, 2026,
the Surviving Company issued a press release announcing the consummation of the Merger. The full text of the press release is attached
as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit
Number |
|
Exhibit Description |
| 2.1* |
|
Agreement
and Plan of Merger, dated as of December 8, 2025, by and among Alexander & Baldwin, Inc., Tropic Purchase LLC
and Tropic Merger Sub LLC (incorporated by reference from Exhibit 2.1 to Alexander & Baldwin, Inc.’s Current
Report on Form 8-K filed on December 9, 2025).* |
| 99.1 |
|
Press
Release, dated March 12, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules
and exhibits have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request
by the SEC.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| | Alexander & Baldwin Holdings, LLC |
| | (as successor by merger to Alexander & Baldwin, Inc.) |
| | | |
| Date: March 17, 2026 | By: | /s/
Clayton K.Y. Chun |
| | Name: | Clayton K.Y. Chun |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 99.1
Alexander & Baldwin is Taken Private in
$2.3 Billion Transaction
HONOLULU, March 12, 2026 /PRNewswire/
-- Alexander & Baldwin (“A&B” or the “Company”), a Hawaiʻi-based owner, operator and developer
of high-quality commercial real estate in Hawaiʻi, today announced that a joint venture formed by an affiliate of MW Group and funds
affiliated with Blackstone Real Estate and DivcoWest (collectively, the “Investor Group”) has completed its previously announced
acquisition of all outstanding A&B common shares in an all-cash transaction with an enterprise value of approximately $2.3 billion,
including outstanding debt. The closing of the transaction follows approval by A&B shareholders at the Company’s Special Meeting
of Shareholders on March 9, 2026.
Pursuant to the terms of the merger agreement,
holders of A&B common shares who held their shares through the effective time of the merger are entitled to receive an amount in cash
equal to $21.20 per share, without interest and less any applicable withholding taxes and less A&B’s fourth quarter 2025 dividend
of $0.35 per share, which was paid on January 8, 2026, to shareholders of record as of the close of business on December 19,
2025 (resulting in a net payment at closing of $20.85 less any applicable withholding taxes). As a result of this transaction, A&B’s
common stock has ceased trading on the New York Stock Exchange and it is now a private company.
BofA Securities served as A&B’s
exclusive financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP and Cades Schutte LLP served as legal advisors.
Simpson Thacher & Bartlett LLP and Carlsmith
Ball LLP served as Blackstone’s legal counsel.
Gibson, Dunn & Crutcher LLP and McDermott
Will & Schulte LLP served as legal counsel to DivcoWest and MW Group in connection with the transaction. Schneider Tanaka Radovich
Andrew & Tanaka LLLC served as additional legal counsel to MW Group.
The transaction was announced on December
8, 2025.
ABOUT ALEXANDER & BALDWIN
Alexander & Baldwin (A&B) is a commercial real estate operator focused on grocery-anchored retail and select commercial assets
across Hawaiʻi. A&B is the state’s largest owner of neighborhood shopping centers. The company owns and manages approximately
4.0 million square feet of commercial space in Hawaiʻi, including 21 retail centers, 14 industrial assets, four office properties,
and 146 acres of ground lease holdings. Over its 156-year history, A&B has evolved with the state’s economy and played a leadership
role in the development of the agricultural, transportation, tourism, construction, residential and commercial real estate industries.
A&B is privately held through a joint venture formed by MW Group, Blackstone Real Estate and DivcoWest.
Learn more about A&B at www.alexanderbaldwin.com.
About MW Group, Ltd.
MW Group, Ltd. is a privately-held, commercial
real estate development company based in Honolulu, Hawaiʻi. For more than three decades, the company has led the acquisition,
development and management of a diverse portfolio of commercial properties valued at over $1 billion, including retail, industrial, office,
self-storage facilities and senior assisted living communities. The company is committed to long-term stewardship, community-building,
and creating enduring value through strategic partnerships and operational excellence. Learn more at www.mwgroup.com.
About Blackstone Real Estate
Blackstone
is a global leader in real estate investing. Blackstone’s real estate business was founded in 1991 and has US $319 billion of investor
capital under management. Blackstone is the largest owner of commercial real estate globally, owning and operating assets across every
major geography and sector, including logistics, data centers, residential, office and hospitality. Our opportunistic funds seek to acquire
well-located assets across the world. Blackstone’s Core+ business invests in substantially stabilized real estate assets globally,
through both institutional strategies and strategies tailored for income-focused individual investors including Blackstone Real Estate
Income Trust, Inc. (BREIT). Blackstone Real Estate also operates one of the leading global real estate debt businesses, providing comprehensive
financing solutions across the capital structure and risk spectrum, including management of Blackstone Mortgage Trust (NYSE: BXMT).
About DivcoWest
Founded in 1993 by Stuart Shiff, DivcoWest, a DivCore Capital company, is a vertically integrated, real estate investment
firm headquartered in San Francisco, with offices in Cambridge, Beverly Hills, Menlo Park, Washington DC, Austin, and New York City. Known
for long-standing relationships and experience across the risk-spectrum in innovation markets, DivcoWest combines entrepreneurial spirit
with an institutional approach to commercial real estate. DivcoWest aims to create environments that inspire ingenuity, promote growth,
and enhance health and well-being. Since inception, DivcoWest and its predecessor have acquired approximately 61 million square feet of
commercial space - primarily throughout the United States. DivcoWest’s real estate portfolio currently includes existing and development
properties in the office, R&D, lab, industrial, retail, and multifamily spaces. Follow @DivcoWest on LinkedIn.
Contacts:
A&B
Investor Contact:
Clayton Chun
(808) 525-8475
investorrelations@abhi.com
Media Contact:
Tran Chinery
tchinery@abhi.com
MW Group
Dylan Beesley
Bennet Group Strategic Communications
dylan@bennetgroup.com
Blackstone
Jeffrey Kauth
Jeffrey.Kauth@Blackstone.com
Dylan Beesley
Bennet Group Strategic Communications
dylan@bennetgroup.com
DivcoWest
Andrew Neilly
A2N2 Public Relations
925.915.0759
Andrew@A2N2PR.com
Nancy Amaral
A2N2 Public Relations
925.915.0673
Nancy@A2N2PR.com
