Trinitas Farming: Almond Grower Bankruptcy Moves Toward Liquidation

Trinitas Farming LLC and 18 affiliated entities filed chapter 11 petitions on February 19, 2024, in the Northern District of California, seeking to sell a 7,856-acre almond portfolio that a private-equity-organized investment vehicle had assembled since 2015. The filing came after Rabo AgriFinance declared a default on approximately $161 million in secured debt, cutting off operating capital during the winter pollination season. The debtors cited near-record-low almond prices, immature orchards still one to two years from full production, and rising interest rates on floating-rate debt.

The case has followed a sale-driven path from its first day. A $30 million DIP facility from Rabo funded operations through an auction process, but the official committee of unsecured creditors challenged the resulting sales as a value-destroying forced liquidation. After more than a year of contested proceedings, the debtors, committee, and Rabo reached a June 2025 settlement that set the framework for a joint liquidating plan. As of early 2026, the parties were still finalizing that plan.

Debtor(s)	Trinitas Advantaged Agriculture Partners IV, LP (18 jointly administered entities)
Court	U.S. Bankruptcy Court, Northern District of California (San Francisco Division)
Case Number	24-50210
Petition Date	February 19, 2024
Judge	Hon. Dennis Montali
DIP Facility	$30 million superpriority delayed-draw facility from Rabo AgriFinance; SOFR + 8.00%

From Investment Vehicle to Bankruptcy

Trinitas Advantaged Agriculture Partners IV, LP was organized in 2015 by Trinitas Partners as a private-equity investment vehicle to acquire, develop, and operate almond ranches in California's Central Valley. The fund structure included Trinitas GP as general partner and non-Trinitas limited partners who had contributed approximately $197 million in capital. Investors included the University of California Board of Regents and Makena Holdings, an investment firm representing more than 50 endowment and foundation clients.

The debtors operated 17 almond ranches spanning Solano, Contra Costa, San Joaquin, Fresno, and Tulare counties, plus a stake in a 754-acre olive operation through South Olive/WL Olives. The orchards had a weighted-average age of about 4.7 years, placing them roughly one to two years from full production. A related entity, Pomona Farming, had separately purchased 41,000 acres of former sugarcane land in Hawaii under the name Mahi Pono for $262 million in 2019.

Causes of distress. Kirk Hoiberg stated in the First Day Declaration that almond prices had fallen to about $1.74 per pound versus a ten-year average of approximately $2.50, while the orchards still required heavy development spending before reaching mature yield. In November 2022, Trinitas had obtained a $168 million loan from Rabo AgriFinance, with $130 million at a fixed rate and $38 million floating. Rising interest rates increased debt service costs on the floating-rate portion, and by February 6, 2024, Rabo declared the debt in default after citing a material adverse effect and a failed 60% loan-to-value covenant. The voluntary petition listed the debtors as having almost no cash on hand, and the first-day package included simultaneous motions for cash-collateral use and DIP financing to prevent operational collapse during the critical pollination window.

Rabo AgriFinance Debt and DIP Facility

Petition-date debt totaled roughly $161 million in secured obligations to Rabo AgriFinance plus approximately $27 million in unsecured claims. The largest unsecured creditors included The Almond Co. of Madera with a $9.2 million trade claim and The Harvesting Group of Fresno at $4.8 million.

The debtors sought a Rabo-led senior secured superpriority delayed-draw DIP facility of up to $30 million. Proposed pricing was one-month term SOFR plus 8.00%, with a 2.00% default-rate step-up. The motion described an initial $1.0 million draw and a second $5.5 million draw during the early interim period. The debtors required $1 million in the first week and $6.5 million over the first five weeks to sustain the orchards through the pollination season.

The final DIP order entered on April 8, 2024, approved the full $30 million facility, recognized earlier interim advances, and granted adequate-protection relief tied to any postpetition diminution in value of prepetition collateral. The order preserved challenge rights for the estates, the committee, and other parties in interest, even though the debtors had stipulated to the prepetition debt and liens.

DIP milestones. The facility was structured around a sale timeline rather than a reorganization path. Brokers were to be identified quickly, bidding procedures filed by March 30, 2024, an initial auction held by May 31, 2024, and one or more sales closed by April 30, 2025. The DIP termination date also accelerated upon a sale of substantially all assets, an event of default, or a plan effective date.

Orchard Portfolio Sale and Bid Procedures

The debtors filed a bid procedures motion on March 29, 2024, proposing to sell all, substantially all, or substantial portions of the orchard portfolio either as a whole or in separate lots. Key proposed milestones included a May 17, 2024 stalking-horse and bid deadline, a May 30, 2024 auction, and a June 14, 2024 sale hearing. Qualified bids required an executed purchase agreement, evidence of financial wherewithal, a 5% deposit, and identification of specific assets.

The framework allowed one or more stalking-horse agreements with bid protections capped at 3% of cash consideration for a non-insider stalking horse. It also expressly permitted Rabo to credit bid up to the full amount of the Rabo debt, subject to section 363(k) and committee challenge rights. The bid procedures order entered on April 29, 2024, formalized the auction deadlines and credit-bid framework.

The auction itself yielded competitive bidding on only a fraction of the ranches, and the debtors subsequently pursued additional sale motions to dispose of remaining assets outside the initial portfolio transaction. A third sale motion and a later sale motion reflected that case administration continued well after the primary mid-2024 portfolio sale, as properties that did not attract adequate bids in the initial round required separate marketing efforts. This piecemeal disposition pattern is common in agricultural chapter 11 cases where ranch-by-ranch real estate sales depend on local buyer interest and seasonal planting calendars.

Committee Objection and Valuation Dispute

The official committee of unsecured creditors filed a sale objection on June 10, 2024, characterizing the auction outcome as a rushed liquidation that abandoned the earlier representation of an orderly 14-month disposition process. The committee argued that only four ranches attracted meaningful competitive bidding, that the debtors violated approved procedures by adding excluded ranches without proper consultation, and that the process functioned as a sub rosa foreclosure for Rabo rather than a value-maximizing chapter 11 sale.

The committee stated that the proposed sale of roughly 88% of the portfolio for approximately $121.4 million left an approximately $40 million shortfall to the Rabo debt and understated estate value by more than $100 million relative to earlier lender-side presentations. It also identified $2.2 million to $4.0 million of cultural-cost reimbursements that it argued should not have been distributed to Rabo as collateral proceeds.

The valuation gap between the committee and the secured lender was the central friction point through mid-2024. Rabo's own internal presentations had earlier attributed significantly higher per-acre values to the portfolio, and the committee used those figures to argue that the compressed auction timeline and limited marketing had suppressed recoveries. The committee's objection is the most detailed docket filing on the estate-value dispute, capturing the tension between a lender exercising credit-bid leverage and the estate's obligation to maximize recoveries for all creditors under section 363. The debtors subsequently sought an extension of exclusivity to buy additional time for plan negotiations, signaling that the case was migrating from emergency sale work into a prolonged settlement and plan phase.

Settlement and Path to a Liquidating Plan

By June 2025, the dispute between the committee and Rabo had shifted from sale mechanics to settlement architecture. A June 12, 2025 stipulation among the debtors, the committee, and Rabo resolved disputes over administrative funding, treatment of adequate-protection collateral, and distribution of olive-sale proceeds, while leaving Pomona Farming disputes for separate resolution.

The stipulation supplemented the general unsecured creditor carve-out with 50% of net proceeds from the olive-membership-interest or property sale, capped at $2.25 million, and created an $875,000 wind-up reserve for post-effective-date wind-down and tax-return work. Any unused wind-up reserve would revert to Rabo.

A June 13, 2025 status conference statement said the debtors and committee were preparing a joint chapter 11 plan of liquidation and disclosure statement, with committee counsel targeting a July 8, 2025 filing date and a confirmation hearing roughly 90 days later. That filing also identified remaining friction with Pomona Farming, the unresolved olive joint-venture monetization path, and equipment-lease issues.

The plan process, however, moved more slowly than projected. A January 20, 2026 notice continued the status conference to February 27, 2026, with the parties citing the need for additional time to finalize the contemplated plan. A further February 20, 2026 notice continued the conference again to April 10, 2026. The repeated continuances suggest that the olive-sale monetization path, Pomona Farming disputes, and final distribution mechanics remained unresolved nearly two years after the petition date. Whether the plan will be filed in its current joint-liquidation form or require further structural modification remains an open question as the case enters its third calendar year.

California Almond Industry Context

The Trinitas filing came during a period of oversupply and declining prices in California's almond sector. Bearing acreage had grown from roughly 900,000 acres a decade earlier to an estimated 1.36 million acres by 2023, while the price per pound fell from a record $4.00 in 2014 to $1.40 in 2022 — the lowest mark since 2002. The USDA reported that tree nut prices had fallen to their lowest levels in two decades by late 2023.

The filing followed stone fruit grower Prima Wawona's October 2023 bankruptcy, which put 16,000 acres of Central Valley farmland on the market simultaneously. Agricultural real estate professionals expected land values to fall given the surplus of properties and capital constraints, with institutional buyer interest in farmland slowing. Doug Phillips of Schuil Ag Real Estate noted that local growers were facing the same cost pressures that drove Trinitas to bankruptcy, limiting the pool of potential buyers.

A RaboResearch Food & Agribusiness report cited by the Almond Board of California anticipated that ending stocks would hit their lowest level in four years as global demand returned. Non-bearing acreage had already declined from a record 350,000 acres in 2020 to 280,000 acres by 2022, signaling a slowdown in new plantings.

Professional Retentions and Fee Procedures

Keller Benvenutti Kim LLP served as debtor counsel, with ArentFox Schiff LLP as special corporate and real-estate counsel. Arch & Beam Global acted as financial advisor, and MD Graham/GBB Advisors served as broker for the sale process. Moss Adams was retained as tax advisor. Donlin Recano & Company served as the administrative advisor and claims agent. The official committee retained Raines Feldman Littrell LLP and Husch Blackwell LLP as counsel.

The court approved interim compensation procedures permitting monthly fee statements with 80% payment of requested fees and 100% of expenses absent objection, plus four-month interim applications to true up holdbacks. The interim compensation procedures order entered shortly after formalized these payment mechanics and became one of the most frequently cross-referenced filings in the case, as later fee applications by each retained professional referenced it for authority. The compensation framework is notable for an agricultural chapter 11 of this size because it balanced the need for prompt professional payment against the estates' limited cash position during the sale-driven wind-down, where available liquidity depended on the timing of ranch-level closings.

Frequently Asked Questions

What happened to Trinitas Farming?

Trinitas Farming LLC and 18 affiliated entities filed chapter 11 petitions on February 19, 2024, in the Northern District of California. The debtors cited near-record-low almond prices, immature orchards requiring continued development spending, and a February 2024 default by their primary lender, Rabo AgriFinance. The cases have followed a sale-driven path, with the orchard portfolio auctioned in mid-2024 and the parties now working toward a joint liquidating plan.

Who owns Trinitas Farming?

Trinitas Farming was organized in 2015 by Trinitas Partners, a Redwood City-based private equity firm, as an investment vehicle called Trinitas Advantaged Agriculture Partners IV, LP. Non-Trinitas limited partners contributed approximately $197 million in capital. Investors included the University of California Board of Regents and Makena Holdings.

Who is the claims agent for Trinitas Farming?

Donlin Recano & Company serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

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