Land Use Commission

A81-525 Y-O Ltd. – Historical Background and 2022 Motion

By Decision and Order filed on January 19, 1983, the State of Hawaii Land Use Commission (“Commission”) reclassified approximately 213.473 acres of land, now identified as Hawai`i TMK (3) 7-3-09: 20, 32 and 57 through 62, at Kaloko and Kohanaiki, North Kona, Hawai`i, from the State Land Use Agricultural District to the State Land Use Urban District.

This area is referred to as Phase I of the Kaloko Heights Project (the “Project”). The Commission also granted incremental redistricting of approximately 195.246 acres, now identified as Hawai`i TMK (3) 7-3-09: 19. This portion of the Project is referred to as Phase II.

Under the 1983 Decision and Order, Petitioner had until January 19, 1988, to submit an application for the reclassification of Phase II. In order to submit this application, Petitioner must have made substantial completion of the onsite and offsite improvements within Phase I and Phase II, including partial satisfaction of the conditions to provide affordable housing and dedicate land for public facilities, and full satisfaction of the conditions to construct a road connecting Queen Kaahumanu Highway and Mamalahoa Highway, and to complete water source development.

The Commission issued five amendments to the above-mentioned Decision and Order, extending the deadline for filing an application for the reclassification of Phase II until January 20, 2023. See Order Granting Petitioner’s Motion for Extension of Time to Apply for Redistricting of Phase II, filed December 10, 2012.

Petitioner RCFC KALOKO HEIGHTS, LLC, a Delaware limited liability company acquired the Project lands from Kaloko Heights Associates, LLC, a Delaware limited liability company, by Quitclaim Deed dated January 22, 2013. (Kaloko Heights Associates, LLC had acquired the Project lands from Y-O Limited Partnership (“Y-O”) in 2004. RCFC KALOKO HEIGHTS, LLC in turn conveyed the Phase II land, Hawai`i TMK (3) 7-3-09: 19, to its affiliate KALOKO HEIGHTS INVESTORS, LLC, a Delaware limited liability company, on April 15, 2016. RCFC KALOKO HEIGHTS, LLC also conveyed Hawai`i TMK (3) 7-3-09: 59, to its affiliate KALOKO HEIGHTS B1A HOLDINGS, LLC, a Delaware limited liability company in December 2017). RCFC KALOKO HEIGHTS, LLC, KALOKO HEIGHTS INVESTORS, LLC and KALOKO HEIGHTS B1A HOLDINGS, LLC are collectively referred to as “Petitioner.”

Kaloko Heights Associates, LLC continued with development of the infrastructure for the Kaloko Heights Project shortly after acquiring the property in 2004. Kaloko Heights Associates, LLC partially constructed an offsite 1.0-million-gallon water tank, water transmission lines, and an electrical substation. Kaloko Heights Associates, LLC also began construction of a Loop Road which was intended to serve as the primary access for Phase I.

On September 15, 2008, Lehman Brothers filed for Chapter 11 bankruptcy protection. The bankruptcy of Lehman Brothers was one of the largest bankruptcy filings in U.S. history with Lehman holding over $600 billion in assets. The global recession that began in September 2008 froze the capital markets and placed the real estate development business into a worldwide depression. The Lehman bankruptcy adversely affected Kaloko Heights Associates, LLC because a financial partner was a Lehman Brothers related entity. The result was a financial workout settled shortly after the Commission entered the 2012 Order. The result was Petitioner acquiring title to the Project under a purchase and sale agreement in 2013.

Petitioner has taken over development work on the Project and is seeking the Commission’s approval of this request to extend by an additional ten (10) years the current deadline for the substantial completion of Phase I and the submission of an application for the redistricting of Phase II: Petitioner requests the new deadline to be January 20, 2033.