As filed with the Securities and Exchange Commission
on March 12, 2026
Registration No. 333-281506
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT NO. 333-281506
UNDER THE SECURITIES ACT OF 1933
Alexander &
Baldwin, Inc.
(Alexander & Baldwin Holdings, LLC as
successor by merger to Alexander & Baldwin, Inc.)
(Exact name of registrant as specified in its charter)
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Hawaii
(State or Other Jurisdiction of Incorporation
or
Organization) |
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45-4849780
(I.R.S. Employer Identification No.) |
822 Bishop Street
Post Office Box 3440
Honolulu, Hawaii 96801
(808) 525-6611
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive Offices)
Alyson J. Nakamura
Vice President and Corporate Secretary
822 Bishop Street
Post Office Box 3440
Honolulu, Hawaii 96801
(Name and address, including zip code, of agent
for service)
(808) 525-6611
(Telephone number, including area code, of agent
for service)
Copies to:
Brian M. Stadler
Matthew B. Rogers
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
Approximate date of commencement of proposed sale to the public: Not
applicable. Removal from registration of securities that were registered but not sold pursuant to this registration statement.
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ¨
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the
following box. ¨
If this Form is
filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ¨
If this Form is
a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. x
If this Form is
a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated
filer ⌧ |
Accelerated
filer ¨ |
Non-accelerated
filer ¨ |
Smaller reporting
company ¨ |
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Emerging
growth company ¨ |
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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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective
Amendment No. 1 (the “Post-Effective Amendment”) filed by Alexander & Baldwin, Inc., a Hawaii corporation
(the “Company”), relates to Registration Statement No. 333-281506 on Form S-3, which was filed by the Company with
the Securities and Exchange Commission (the “SEC”) on August 13, 2024 (the “Registration Statement”).
On March 12,
2026, pursuant to the terms of an Agreement and Plan of Merger, dated as of December 8, 2025, by and among 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”), the Company merged with and into Merger Sub, with Merger Sub continuing as the
surviving company in the merger (the “Merger”), under the name “Alexander & Baldwin Holdings, LLC”.
As a result of the Merger, any and all offerings
of securities registered pursuant to the Registration Statement have been terminated. In accordance with undertakings made by the Company
in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under
the Registration Statement that remain unsold at the termination of the offering, Merger Sub, as successor to the Company, hereby removes
from registration all such securities registered under the Registration Statement but unsold as of the date hereof. The Registration Statement
is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness
of the Registration Statement.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, on March 12, 2026. No other person is required to sign
this Post-Effective Amendment on behalf of the registrant in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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Alexander & Baldwin Holdings, LLC |
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(as successor by merger to Alexander & Baldwin, Inc.) |
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By: |
/s/ Clayton K.Y. Chun |
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Name: |
Clayton K.Y. Chun |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
