Sealed Bid Terms

Please complete the Bidder Registration Form to receive the full Offer Document.

OFFER DOCUMENT & REQUEST FOR SEALED BIDS
SEALED BID SALE OF IMMOVABLE PROPERTY
By: J. SUPPLE’S SONS PLANTING COMPANY, LTD.
29830 La. Hwy. 405
Bayou Goula, LA 70788

Approximately 4,825 Acres of Farm Land, Timber Land and Land Subject to Easement for Wetlands Mitigation Bank
Located in Iberville Parish, Louisiana

Deadline for Bids: April 23, 2018 at 5:00 o’clock p.m. local time Baton Rouge, Louisiana [Original Deadline of March 23, 2018 has been extended].

Please submit the required forms and download the Official Bid Document for complete details and bid delivery instructions. The summary below is for informational purposes only:

SUMMARY OF OFFERING

Property Overview: All or portions of certain sugar plantations known as Nottoway, Kinsale, Aloysia and Catherine situated in the Parish of Iberville, State of Louisiana, west of the Mississippi River, in Sections 22-26, 94, 95, 97 & 98, Township 10 South, Range 12 East, Sections 21, 22, 25-28, 76-82,98 & 100, Township 10 South, Range 13 East, Section 1, Township 11 South, Range 12 East, and Section 45, Township 11 South, Range 13 East.

The property includes all of Seller’s immovable property located within the Parish of Iberville, State of Louisiana, less and except that property described on EXHIBIT “A” to that certain Agreement for the Purchase and Sale of Property (the “Purchase Agreement”) which is attached to the Offer Document & Request for Sealed Bids and made a part thereof as EXHIBIT 4 (collectively, the “Property”). The Property consists of approximately 4,825 acres of land and improvements, approximately 463 acres of which are land held subject to a Conservation Servitude (or easement) for a wetlands mitigation bank (the “Wetlands Mitigation Bank Land”), approximately 914 acres of which consist of mature timber land (the “Timberland”), and approximately 3,447 acres of which consist of property used in sugar cane farming operations, and includes 4 tenant residences which are leased for housing of migrant farm workers and two equipment shop buildings, one consisting of 9,855 square feet of building area, and the other consisting of 4,800 square feet of building area (the “Farmland”) (collectively, the “Property Groups,” and each a “Property Group”). Approximately 100 acres of the Timberland consists of land in which the Company owns an undivided one-half (1/2) interest as co-owner in indivision. See Land Use Map attached to the Offer Document & Request for Sealed Bids as EXHIBIT 6.

Sealed Bid Submission Date & Time: April 23, 2018 at 5:00 o’clock p.m. [Original Deadline of March 23, 2018 has been extended] (the “Bid Deadline”) unless the Company decides to extend the Bid Deadline. All Bids must be actually delivered prior to the Bid Deadline to the Company’s counsel, Dale R. Baringer, THE BARINGER LAW FIRM, L.L.C., 201 St. Charles Street, Baton Rouge, LA 70802, Ph. (225) 383-9953, Fax: (225) 387-3198, Email: dale@baringerlawfirm.com & pam@baringerlawfirm.com. Bids may be delivered electronically (fax or email) or by delivery of a paper copy of the Bid, however, delivery method is at all times at the risk of the Bidder. Only Bids actually received in hand by the Company’s counsel before the Bid Deadline shall be considered.

Structure of Sale/Bids: Subject to the terms and conditions in the Offer Document & Request for Sealed Bids, the Company intends to sell the Property pursuant to one or more Acts of Cash Sale to the winning bidder(s) selected from among those persons or entities (each a “Bidder”) submitting sealed bids (each a “Bid”) for a cash sale of the Property (the “Cash Sale Bid(s)”), with the purchase price payable in immediately available funds at closing. The sale(s) of the Property may include all three Property Groups in one sale to one winning Bidder or severally in separate Acts of Cash Sale with each conveying one or more separate Property Groups. The Company will also consider bids that are submitted by publicly held companies (each a “Bidder”) whose stock is actively traded on the New York Stock Exchange, which bids are in the form of a proposed Tax-Free Merger transaction (“Tax-Free Merger Bid(s)”). 

Method of Bidding: Bidders must register in advance of the Bid Deadline to receive a complete copy of the Offer Document & Request for Sealed Bids and to participate in bidding by submitting to the Company a completed Confidentiality & Waiver Agreement (See EXHIBIT 1 attached to the Offer Document & Request for Sealed Bids) and Bidder Registration Form (See EXHIBIT 2 attached to the Offer Document & Request for Sealed Bids). Only timely received written Bids submitted on the sealed bid form provided in these materials (See EXHIBT 3A & EXHIBIT 3B attached to the Offer Document & Request for Sealed Bids; hereinafter, the “Sealed Bid Form”) will be considered. Separate forms are provided for Cash Sale Bids (EXHIBT 3A) and proposed Tax-Free Merger Bids (EXHIBT 3B). Cash Sale Bid prices must be stated in terms of separate respective per acre prices for each of the three Property Groups. Bidders may submit Bids for one or more of the three Property Groups. Company may give preference to Bids which include offers for all three Property Groups. Aggregate purchase price for each Property Group to be determined by multiplying the per acre bid price for each Property Group times the number of acres in each respective Property Group, using acreage certifications obtained from the Survey(s) to be obtained by the winning Bidder(s).

Winning Bid Selection Criteria: The Company intends to select the Bid(s) that will result in the maximum return to the Company’s stockholders with the highest demonstrated ability to close on the transaction in a timely fashion. Therefore, the winning Bid(s) may not be the one(s) with the highest sale price(s) if the Company has concerns the Bidder(s) may not have either the necessary funds on deposit sufficient to pay the full purchase price or resources assuring immediate access to funds to pay the purchase price. The Company reserves the right, within its absolute discretion, to reject any and all Bids for any reason.

Evidence of Title: Title examination with owners and/or lenders title insurance to be obtained by successful Bidder(s) at its/their cost.

Mineral Rights: Seller shall reserve unto Seller all mineral rights in the Property.

Encumbrances: Farmland subject to current Tenant Farm Leases (renewable annually); four (4) tenant residences (included with Farmland) subject to current month to month leases for migrant farm workers; numerous servitude/right of way grants for pipelines, utilities, access, passage and drainage; Wetlands Mitigation Bank Land is subject to Conservation Servitude (easement) and Interagency Agreement. See Permitted Encumbrances & Title Exceptions - Servitudes, Easements, Rights-of-way & Leases on EXHIBIT 7 which is attached to Offer Document & Request for Sealed Bids. See Pipelines & Utility Lines Map attached as EXHIBIT 8 to the Offer Document & Request for Sealed Bids.

Survey: To be obtained by successful Bidder(s), at its/their cost, with survey to include certification by surveyor of total acreage included in each Property Group. Property Inspections: Personal showings can be arranged upon submission of a completed Confidentiality & Waiver Agreement (See EXHIBIT 1 attached to the Offer Document & Request for Sealed Bids), a completed Bidder Registration Form (See EXHIBIT 2 attached to the Offer Document & Request for Sealed Bids) and by contacting the Company’s manager, Jimmy Ewing (the “Information Agent”), at Ph.: (225) 545-8417, or email address: supple.manager@mindspring.com. The Company may decline to show the Property to any bidder failing to demonstrate the financial ability to close the sale.

Terms of Sale: Cash payable at closing for a direct purchase of the Property pursuant to Act of Cash Sale (See Exhibit G to the Purchase Agreement which is attached to the Offer Document & Request for Sealed Bids as EXHIBIT 4), or alternatively, a Tax-Free Merger with an appropriate corporate bidder. If the winning Bid(s) is/are for a cash sale, terms of sale shall be according to the Purchase Agreement form included in the Offer Document & Request for Sealed Bids (See EXHIBIT 4 attached to the Offer Document & Request for Sealed Bids), which agreement the winning Bidder(s) shall be required to execute upon being selected as winning Bidder(s). Should the Company select a Bid in the form of a proposed Tax-Free Merger transaction, the terms thereof will be subject to further negotiation between the Company and the Bidder.

Deposit Required: Winning Bidder(s) will be required to post a Deposit of $35,000 for the Wetlands Mitigation Bank Land, $50,000 for the Timberland, and $200,000 for the Farmland, which Deposit(s) shall be due upon execution of the Purchase Agreement. The Deposit for a Tax-Free Merger transaction shall be $400,000.

Conditions to Closing: Conditions to the obligation of winning Bidder(s) to close once selected as a winning Bidder are limited to verification of condition of the Title, Survey Matters and Environmental Matters; however, the winning Bidder(s) may be required to close on those portions of the Property not affected by Title issues, Survey Matters and Environmental Matters pursuant to the terms of the Purchase Agreement. Any sale of the Wetlands Mitigation Bank Land requires and is conditioned upon the approval of the U.S. Army Corps of Engineers and related wetlands regulatory agencies. Conditions to the obligation of the Company to close once the winning Bidder(s) has/have been selected include obtaining the approval of the transaction by the Company’s shareholders.

Disclaimer – Condition of Property: All information contained in this Summary is subject to the detailed terms and conditions set forth in the Offer Document & Request for Sealed Bids. In the event of any conflict between the provisions of this Summary and the detailed terms and conditions in the Offer Document & Request for Sealed Bids, the detailed terms and conditions in the Offer Document & Request for Sealed Bids shall prevail. The detailed terms and conditions in the Offer Document are subject to the terms and conditions of the Purchase Agreement (See EXHIBIT 4 which is attached to the Offer Document & Request for Sealed Bids). In the event of any conflict between the provisions of the Offer Document & Request for Sealed Bids and the Purchase Agreement, the detailed terms and conditions of the Purchase Agreement shall prevail. All information contained in the Offer Document & Request for Sealed Bids is subject to verification by all parties and no party is entitled to rely upon such information. No liability on the part of the Company shall arise in the event of any inaccuracy, errors or omissions in the Offer Document & Request for Sealed Bids. The Property shall be sold AS-IS WHERE-IS, with all its faults and defects, whether known or unknown, with no warranty of title or condition, whether express or implied. Each prospective bidder is responsible for conducting his or her own inspections, investigations, inquiries and due diligence concerning the Property. In the event the Company selects a winning bid in the form of a proposed Tax-Free Merger, the Company will negotiate acceptable representations and warranties to be made by the Company to the buyer concerning the Company and its common stock.

Please complete the Bidder Registration Form to receive the full Offer Document.