The entities listed on Exhibit A attached hereto (individually, a “Seller” and collectively, “Sellers”) are accepting offers for the purchase and sale of approximately 17,000 acres of land located in Talladega, Tallapoosa, Coosa, Elmore and Autauga Counties, Alabama. The following are the procedures for submitting an offer to purchase one or more of the tracts of land listed on Exhibit B attached hereto (individually, a “Tract” and collectively, the “Tracts”).
- BROKERS. Sellers are represented by Larson & McGowin Properties, LLC and Larson & McGowin, LLC (collectively, “Larson & McGowin”) as agent for Sellers. Larson & McGowin is serving solely in a capacity as a timber management company and licensed real estate broker and not as an auctioneer. No other entity or individual is authorized to accept offers on behalf of Sellers. Brokers and agents are welcome to represent prospective purchasers of Tract(s), but at the expense of the prospective purchaser. Neither Sellers nor Larson & McGowin will pay or be responsible for any broker fee and/or real estate commission claimed by a broker or real estate agent representing a prospective purchaser.
- INFORMATION ON THE TRACTS. All inquiries concerning the sale process, or the Tracts should be directed to Larson & McGowin, Attn: Chandlar Graham, 500 Office Park Drive, Suite 430, Birmingham, Alabama 35223, (205) 977-7706. Information concerning the Tracts can be found on Larson & McGowin Properties, LLC’s website at: www.lmplandsale.com (the “Website”).
- TITLE. A title commitment for each Tract has been issued by RELI Settlement Solutions, LLC as local agent for First American Title Insurance Company (“Title Company”) and is available on the Website. Questions concerning the title commitments or request for copies of documents referenced therein should be directed to: Natalie Pippen at (719) 761-4999.
- TIMBER. Information concerning any timber located on the Tract(s) (“Timber Information”) is available on the Website or can be requested from Larson & McGowin. Any Timber Information provided was developed by Larson & McGowin from an August, 2021 timber estimate (inventory) unless otherwise noted. Volumes reported in pine plantations that were not inventoried were modeled using growth and yield algorithms which are primarily based on the research conducted by the Forest Modeling Research Cooperative at Virginia Tech University. Neither Sellers nor Larson & McGowin make any representation or warranty concerning the accuracy of the Timber Information or any estimates of timber volumes contained in the Timber Information. Any and all Timber Information is provided for informational purposes only and not to be relied upon by any prospective purchasers. All prospective purchasers should inspect the Tract(s) and the timber thereon to obtain their own assessment of the condition of the Tract and any timber located thereon.
- ACCESS. Access to the Tract(s) will be granted pursuant to the terms and conditions contained in the Access Agreement available on the Website. To gain access to a Tract for inspection, prospective purchasers should cmplete, electronically sign and submit the Access Agreement on the Website and contact Chandlar Graham at (205) 977-7706 before entering any Tract.
- HOW TO SUBMIT AN OFFER. All offers to purchase one or more of the Tract(s) shall be submitted on the form Purchase and Sale Agreement attached as Exhibit C (the “PSA”).In order to be considered, all offers must:
(i) be on the form PSA, completed and signed;
(ii) be accompanied by a certified cashier’s check issued by a state or national bank doing business in Alabama in the amount of five percent (5%) of the purchase price offered for the Tract (“Earnest Money”) and should be made payable to RELI Settlement Solutions;
(iii) be in a sealed and plainly marked envelope labeled “Land and Timber Sale Offer – Legacy Land Sale”; and
(iv) be delivered to the office of Larson & McGowin Properties LLC, 500 Office Park Drive Suite 430, Birmingham, AL 35223 on or before 5:00 p.m. CST on Thursday, October 21, 2021 (“Deadline”).
ANY PSA’S RECEIVED AFTER THE DEADLINE WILL NOT BE CONSIDERED.
Prospective purchasers may submit an offer on all Tracts together, several Tracts together, or on a single Tract, individually. Multiple offers can be included in the same PSA. Please carefully read and follow the instructions on Exhibit A of the PSA on how to submit offers. If submitting more than one offer, each offer must be accompanied with its own Earnest Money check. Each offer submitted on Exhibit A of the PSA shall constitute its own standalone offer to purchase the Tract(s) identified on Exhibit A of the PSA as applying to that offer. Seller may accept all, some, or none of the offers submitted in a PSA. A prospective purchaser may be bound to purchase a Tract upon which it submitted an offer in a PSA even if Seller rejects all the other offers submitted by that prospective purchaser in the same PSA.
- ACCEPTANCE OF OFFERS. As soon as possible after the Deadline, Seller will notify the prospective purchasers if any of their offers are accepted. Notice of acceptance will be communicated by telephone to the prospective purchaser and in writing by delivering a fully executed PSA signed by Seller to the prospective purchaser by email and/or U. S. mail, postage prepaid and addressed to prospective purchaser’s address as indicated on the PSA. Upon acceptance of an offer, the Earnest Money check will be delivered to the Title Company to be held in a non-interest bearing escrow account pending closing. All unsuccessful offers and their Earnest Money checks will be returned to the prospective purchasers by mailing the same by U.S. mail, postage prepaid, and addressed to the prospective purchaser’s address as indicated on the PSA within 14 business days of the Deadline.
- TERMS AND CONDITIONS OF THE SALE. Except as set forth in the PSA and for the warranty of title contained in the deed to be delivered from Seller to the prospective purchaser at closing, Sellers make no representations or warranties concerning the Tracts, access or the volume or quality of any timber contained thereon and the Tracts shall be sold in their AS IS, WHERE IS condition. Additional terms and conditions to the sale of the Tracts are contained in the PSA.
- CLOSING. The closing for each offer accepted by Seller shall be completed as soon as practical after the prospective purchaser has been notified of acceptance of its offer, but no later than Friday, December 17, 2021 (the “Closing Deadline”). The closings shall be held at the office of the Title Company at 3595 Grandview Parkway, Suite 275, Birmingham, Alabama 352434, unless otherwise agreed upon by the parties.
EXHIBIT A – List of Sellers
EXHIBIT B – List of Tracts
EXHIBIT C – Form PSA