Current Report Filing (8-k)
25 Februar 2022 - 11:45PM
Edgar (US Regulatory)
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0001591670
2022-02-18
2022-02-18
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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): February 18, 2022
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 |
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 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On February 18, 2022,
Farmland Partners Inc. (the “Company”) and Farmland Partners Operating Partnership, L.P. (the “Operating Partnership”),
as guarantors, and American Farmland Company L.P. (“AFCO”), a wholly owned subsidiary of the Company as the borrower, entered
into an Amended, Restated and Consolidated Loan Agreement (the “Consolidated Loan Agreement”) with Rutledge Investment Company
("Rutledge"), pursuant to which the parties agreed to consolidate the Company's five outstanding promissory notes with Rutledge
(the "Legacy Rutledge Loans") into a single revolving credit loan in an aggregate principal amount of up to $112.0 million (the
"Consolidated Loan") maturing on March 1, 2027 (the "Maturity Date" and collectively, the “Refinancing”).
As a condition to Rutledge providing the Refinancing, the Company and the Operating Partnership individually entered into Amended and
Restated Guaranty Agreements with Rutledge, each dated as of February 18, 2022 (each, a “Guaranty Agreement”) whereby
they are required to unconditionally guarantee AFCO's obligations under the Consolidated Loan, and AFCO entered into that certain Consolidated
of Notes and Modification and Extension Agreement with Rutledge, dated as of February 18, 2022 (the “Modification Agreement,”
and together with the Consolidated Loan Agreement and the Guaranty Agreements, the “Refinancing Agreements”). As of the date
of this Current Report on Form 8-K, the $112.0 million was fully drawn on the Consolidated Loan.
The interest rate for the Consolidated Loan is
based on the Secured Overnight Financing Rate, plus an applicable margin. The applicable margin for the Consolidated Loan will be 1.80%
to 2.25%, depending on the applicable pricing level in effect. The Company previously paid a commitment fee to Rutledge equal to 0.50%
of the aggregate principal amount of the Consolidated Loan. Generally, the Consolidated Loan Agreement contains terms consistent with
the Legacy Rutledge Loans, including, among others, the representations and warranties, affirmative, negative and financial covenants
and events of default. The Company will owe no prepayment penalty if it elects to repay the Consolidated Loan in full before the Maturity
Date.
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.
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FARMLAND PARTNERS INC. |
|
|
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Dated: February 25, 2022 |
By: |
/s/ Luca Fabbri |
|
|
Luca Fabbri |
|
|
President |
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