FPI-B Farmland Partners Inc

On December 22, 2022, Farmland Partners Operating Partnership, LP (the “Operating Partnership”), the operating partnership of Farmland Partners Inc. (the “Company”), entered into the second amended and restated bond purchase agreement (the “Bond Purchase Agreement”) with Federal Agricultural Mortgage Corporation and its wholly owned subsidiary, Farmer Mac Mortgage Securities Corporation, (collectively “Farmer Mac”), regarding a secured bond purchase facility (the “Farmer Mac Facility”) for up to an aggregate principal amount of $300 million.

Pursuant to the Bond Purchase Agreement, upon request from the Operating Partnership, Farmer Mac may purchase bonds from time to time in its sole discretion before the three-year anniversary of the Bond Purchase Agreement. The Operating Partnership’s ability to borrow under the Farmer Mac Facility is subject to the Company’s ongoing compliance with a number of customary affirmative and negative covenants. The bonds are secured by loans which will, in turn, be secured by first-lien mortgages on agricultural real estate owned by the Operating Partnership. The mortgage loans will have effective loan-to-value ratios of up to 60%. The Bond Purchase Agreement will expire and no further bonds will be issuable thereunder after December 22, 2025.

The Company has two bonds in an aggregate principal amount of approximately $25 million outstanding under a prior agreement with Farmer Mac (“2015 Bonds”). The 2015 Bonds will be counted against the $300 million limit under the Farmer Mac Facility. Concurrent with the closing of the Bond Purchase Agreement, Farmer Mac purchased a $75 million variable rate bond (the “2022 Bond”). The 2022 Bond allows for the Operating Partnership to draw and repay amounts in a fashion similar to a revolving line of credit, with a maturity of three years. The 2022 Bond bears interest of one-month term SOFR + 1.50% on drawn amounts and an unused commitment fee 0.20%. The Operating Partnership’s ability to borrow is subject to its ongoing compliance with customary affirmative and negative covenants. As a result, the Company will have approximately $200 million in availability under the Farmer Mac Facility when taking into consideration the 2022 Bond and the 2015 Bonds.

In connection with the Bond Purchase Agreement, on December 22, 2022, the Company entered into a guaranty agreement (the “Guaranty Agreement”) in favor of Farmer Mac, pursuant to which the Company agreed to guarantee the full performance of the Operating Partnership’s duties and obligations under the Farmer Mac Facility.

The Bond Purchase Agreement and the Guaranty Agreement include customary events of default, the occurrence of any of which, after any applicable cure period, would permit Farmer Mac to, among other things, accelerate payment of all amounts outstanding under the Farmer Mac Facility and to exercise its remedies with respect to the pledged collateral, including foreclosure and sale of the agricultural real estate underlying the pledged mortgage loans.

The foregoing summaries of the Bond Purchase Agreement and the Guaranty Agreement are qualified in their entirety by reference to the Bond Purchase Agreement and the Guaranty Agreement, copies of which are attached as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.