Current Report Filing (8-k)
08 Dezember 2020 - 10:32PM
Edgar (US Regulatory)
0001591670
false
0001591670
2020-12-07
2020-12-07
0001591670
us-gaap:CommonStockMember
2020-12-07
2020-12-07
0001591670
us-gaap:SeriesBPreferredStockMember
2020-12-07
2020-12-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 7, 2020
FARMLAND PARTNERS INC.
(Exact name of registrant as specified
in its charter)
Maryland
(State or other
jurisdiction
of incorporation)
|
|
001-36405
(Commission
File Number)
|
|
46-3769850
(IRS Employer
Identification
No.)
|
4600 S. Syracuse Street, Suite 1450
Denver, Colorado
(Address of principal executive offices)
|
|
80237
(Zip Code)
|
Registrant’s telephone number,
including area code: (720) 452-3100
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock
|
FPI
|
New York Stock Exchange
|
6.00% Series B Participating Preferred Stock
|
FPI.PRB
|
New York Stock Exchange
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01.
|
Entry into a Material Definitive Agreement.
|
On December 7, 2020, Farmland
Partners Inc. (the “Company”) entered into a stock purchase agreement (the “Stock Purchase
Agreement”) with Good Seed Capital, LLC (the “Investor”), The Investor is controlled by Tom Heneghan, who
has joined the Company’s board of directors as described under Item 5.02 below. Under the Stock Purchase Agreement, the
Investor is committed to purchase 1,250,000 shares (the “Shares”) of the Company’s common stock, par value
$0.01 per share (the “Common Stock”), for total consideration of $10,000,000. The Stock Purchase
Agreement contains customary representations, warranties and indemnification rights. In addition, pursuant to the Stock
Purchase Agreement, the Company has agreed to file a registration statement registering the resale of the Shares issued to
the Investor under the Securities Act of 1933, as amended (the “Securities Act”), within 180 days of the date of
the Stock Purchase Agreement.
The foregoing summary of the Stock Purchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy
of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 3.02.
|
Unregistered Sales of Equity Securities.
|
The information set forth in Item 1.01 of
this Current Report on Form 8-K is incorporated herein by reference. The Shares were offered and sold in a transaction exempt from
registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder. Neither this Current Report on Form 8-K nor the exhibits attached hereto constitute an offer to sell or the solicitation
of an offer to buy shares of Common Stock or any other securities of the Company.
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
|
On
December 7, 2020, the Board of Directors (the “Board”)
of the Company increased the size of the Board from four directors to five directors and appointed Thomas Heneghan as
an independent director, effective immediately, to fill the vacancy created by the increase in the number of directors. Mr.
Heneghan will serve until the Company’s 2021 annual meeting of stockholders
(the “2021 Annual Meeting”) or until his successor is duly elected and qualifies.
The
Board affirmatively determined that Mr. Heneghan is an independent
director within the meaning of the New York Stock Exchange listing standards. Mr. Heneghan has
not been named to any Board committees at this time.
Mr. Heneghan has served as the chief executive
officer of Equity International, a private investment firm focused on real estate-related companies, since February 2013. In addition,
Mr. Heneghan previously held various officer positions at Equity Lifestyle Properties, Inc. (NYSE: ELS), including Chief Executive
Officer from January 2004 to February 2013 and President from February 2011 to May 2012. Mr. Heneghan is currently a member and
Vice Chairman of the board of directors of ELS. Mr. Heneghan is also a member of the Urban Land Institute’s Global Exchange Council. Mr.
Heneghan is also a senior managing director of Chai Trust Company LLC, which is the trustee of various trusts in which Sam Zell
and his family are beneficiaries. In addition, Mr. Heneghan is the founder of Madison Canal and related entities which serves as
an asset manager for institutional investors that have invested more than $500 million in a single-family rental business, Home
Partners of America (“HPA”), a private REIT. Today, HPA manages approximately 16,000 homes across the country. Mr.
Heneghan serves on HPA’s board of directors.
Mr. Heneghan’s
compensation as a director will be consistent with the compensation policies applicable to the Company’s other non-employee
directors. The Company intends to enter into an indemnification agreement with Mr. Heneghan in connection with his appointment
to the Board, which will be in substantially the same form as that entered into with the executive officers and other directors
of the Company. Except for the transactions under the Stock Purchase Agreement described above, neither Mr. Heneghan nor any member
of his immediate family has or had a direct or indirect interest in any transaction in which the Company or any of its subsidiaries
is or was a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.
Item 7.01.
|
Regulation FD Disclosure.
|
On
December 8, 2020, the Company issued a press release announcing the appointment of Mr. Heneghan to the Board and the transaction
contemplated by the Stock Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
The
information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made
by the Company under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such
a filing.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
FARMLAND PARTNERS INC.
|
|
|
|
Dated: December 8, 2020
|
By:
|
/s/ Luca Fabbri
|
|
|
Luca Fabbri
|
|
|
Chief Financial Officer and Treasurer
|
Farmland Partners (NYSE:FPI-B)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Farmland Partners (NYSE:FPI-B)
Historical Stock Chart
Von Jul 2023 bis Jul 2024
Echtzeit-Nachrichten über Farmland Partners Inc (New York Börse): 0 Nachrichtenartikel
Weitere Farmland Partners Inc. News-Artikel