honoluluadvertiser.com

Sponsored by:

Comment, blog & share photos

Log in | Become a member
The Honolulu Advertiser
Posted on: Thursday, October 22, 2009

ML Mac facing tender offer


BY Greg Wiles
Advertiser Staff Writer

A Colorado-based investor wants to increase his ownership in ML Macadamia Orchards LP to 45 percent of the partnership's Class A units, and has begun a tender offer for the shares.

Filings at the U.S. Securities and Exchange Commission show former publishing software executive Farhad "Fred" Ebrahimi already owns or controls 35 percent of the Class A units in the Hilo-based macadamia nut grower.

Earlier this month, Ebrahimi's Crescent River Agriculture LLC offered to buy an additional 750,000 units for $2.20 each, saying Ebrahimi had not been able to buy as many shares as he wanted in the open market.

The filings say Ebrahimi views MLMacadamia as an attractive investment. The partnership owns or controls 4,190 acres on the Big Island and bills itself as the world's largest grower of premium macadamia nuts. MLMacadamia was formed in 1986 when it acquired more than 2,400 acres owned by C. Brewer & Co. Ltd.

Under a tender offer, a prospective buyer announces it will buy shares, or in this case partnership units, for a certain price and sets a date on which the offer will expire. People who tender their shares are paid the agreed-upon price.

Ebrahimi, who once headed and owned Denver-based Quark Inc., a leading maker of desktop publishing software, has been buying shares in ML Macadamia for a dozen years, filings show.

Before the tender offer, he owned or controlled through affiliates 2.65 million shares of ML Macadamia that he had bought for more than $8.5 million.

The filing said he is willing to spend another $1.65 million to buy additional shares, something that would help consolidate ownership of the partnership. The tender offer said there are about 5,000 holders of MLMacadamia units, and reducing that number would cut the partnership's administrative costs for reports to the owners.

The offer by Ebrahimi also raises questions about whether the partnership will remain a publicly traded entity because of the costs of meeting regulatory requirements as a public company.

A filing by ML Macadamia said there are no plans to take the company private, though the possibility exists if Ebrahimi keeps buying units.

ML Macadamia yesterday filed a statement at the SEC saying the partnership's board has decided to remain neutral on whether unit holders should accept or decline the tender offer.

The question may be a moot one, however, given MLMacadamia's recent unit prices.

Shortly after Ebrahimi's Crescent River announced the tender offer, the units rose above the tender offer price of $2.20 each. They closed yesterday at $2.25.