Tejon Ranch Co. (“Tejon”) announced today that it has set the terms for a rights offering approved by its Board of Directors.

Under the terms of the rights offering, Tejon will distribute, at no charge, to the holders of its common stock as of 5:00 p.m., New York time, on October 4, 2017, one transferable subscription right for each share of Tejon common stock then owned. Each subscription right will entitle the holder to purchase 0.20 shares of common stock using a purchase price of $18.00 per whole share. Assuming the rights offering is fully subscribed, Tejon currently expects the gross proceeds of the offering to be approximately $75 million.

The rights offering also includes an over-subscription privilege, which entitles a stockholder who exercises all of its basic subscription privilege in full the right to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among persons exercising this over-subscription right. If there are not enough unsubscribed shares to honor all requests under the over-subscription privilege, Tejon may, at its discretion, elect to issue up to an additional 833,333 of over-allotment shares to honor requests under the over-subscription privilege. If the over-allotment shares are issued maximum gross proceeds in the offering would be approximately $90 million.

Tejon also announced that the mailing of offering materials to stockholders is expected to begin by 5:00 p.m. New York time, October 4, 2017 and that the subscription period will expire at 5:00 p.m., New York time, on October 27, 2017.

The shares issued in connection with the rights offering will be listed on the New York Stock Exchange, and the rights are expected to trade on the New York Stock Exchange until the day before the expiration of the subscription period.

The net proceeds of the offering will be used to provide additional working capital for general corporate purposes, including to fund general infrastructure costs and the development of buildings at Tejon Ranch Commerce Center, to continue forward with entitlement and permitting programs for the Centennial at Tejon Ranch and Grapevine at Tejon Ranch communities and costs related to the preparation of the development of Mountain Village at Tejon Ranch.

Tejon reserves the right to modify, extend, postpone or cancel the rights offering at any time prior to the closing of the sale of the shares in the offering.

Tejon has filed a shelf registration statement (including a prospectus supplement) with the Securities and Exchange Commission (Reg. No. 333-210875). Before you invest, you should read the prospectus supplement and other documents Tejon has filed with the SEC for more complete information about Tejon and the rights offering. This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy the rights or the underlying shares, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

About Tejon Ranch Co.

Tejon Ranch Co. is a diversified real estate development and agribusiness company, whose principal asset is its 270,000-acre land holding located approximately 60 miles north of Los Angeles and 30 miles south of Bakersfield.

More information about Tejon Ranch Co. can be found online at http://www.tejonranch.com.

Forward Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include, without limitation, our statements contained above regarding the proposed rights offering, and other statements that are not historical facts. These statements involve risks and uncertainties that could cause actual results and events to differ materially, including the possibility that the rights offering may be delayed or cancelled before it closes. For a discussion of further risks and uncertainties related to Tejon’s business, please refer to our public company reports and the Risk Factors enumerated therein, including our Annual Report on Form 10-K for the year ended December 31, 2016 and subsequent reports, filed with the SEC. Tejon undertakes no duty to update any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statements are based.

The California gold rush is often tied to the history of San Francisco and its legacy and development, and rightly so. But I wanted to share a little-known (but fun) piece of California history regarding the gold rush, and that’s the crucial role the founder of Tejon Ranch played in the gold rush, the state’s population boom, and the birth and growth of California as we know it today.

But first, let’s step back before the days of the gold rush and take a look at the history of the land that one day would become Tejon Ranch.

What’s in a name?
Tejon Ranch got its name from Lt. Francisco Ruiz who called the region El Tejon, Spanish for badger, after his soldiers found a dead badger at the mouth of the canyon. Ruiz also named the canyon Cãnada de las Uvas (Grapevine Canyon), because of the abundance of grapevines found there. From there, word got out about the natural beauty and available bounty, like beaver, and the exodus was on.

Trappers, explorers … and war
Soon, trappers, traders and explorers flooded into the Tehachapi Mountain area, led by Jedediah Strong Smith. Tejon Ranch had some famous visitors, too. Kit Carson, one of the West’s most noted figures, rode the ranges of Tejon, scouting and trapping beaver in the early 1800s.

In 1843, Tejon Ranch was officially established as a Mexican land grant, and all the while Col. John C. Fremont, Kit Carson and Alex Godey, another frontiersman, explored the region.

By the mid-1800s, war was brewing between the U.S. and Mexico and in 1846, the Mexican American War broke out. During the war, Lt. Edward Fitzgerald Beale, the eventual owner of Tejon Ranch, arrived in California as a naval officer, and served with Fremont, ultimately being recognized as a war hero for his role in the battle of San Pasqual, 30 miles north of San Diego.

‘There’s gold in them thar hills!’
With the treaty of Guadalupe Hidalgo in 1848, the Spanish-Mexican rule ended in California. The other big news that year?  Gold!  News of the discovery was confined to California until Beale made the perilous journey across Mexico on horseback, eventually boarding a ship in Vera Cruz, sailing to the Southeastern U.S., then made his way by stagecoach to the east coast, becoming the first person to carry the news to Washington, DC of the discovery of gold in California. Though it’s been widely reported that Kit Carson was the first Californian to bring the news about the discovery of gold to the Army, Beale beat him by two months.

The legacy lives on

The news of gold eventually brought hundreds of thousands of people to California from the rest of the U.S. and abroad.  In 1850, California became one of the few American states to go directly to statehood without first being a territory.

Today, at 422 square miles, Tejon Ranch is the largest single expanse of private property in the state.  It’s also the next great opportunity in California with existing and future real estate developments strategically located along Interstate 5—the main artery that connects northern and southern California.  It also boasts thousands of acres of orchards and vineyards, bountiful wildlife, and vast stretches of land that will remain in their natural state, protected by California’s largest and most significant private conservation agreement. We’re proud of the history of the Ranch and the future it offers to California and beyond. 

By Barry Zoeller

Zoeller is vice president, corporate communications & investor relations at Tejon Ranch.