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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): October 2, 2024
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 1.01. Entry into a Material Definitive Agreement.
On October 2, 2024, Farmland Partners Inc. (the
“Company”) and certain of its subsidiaries entered into a purchase and sale agreement (the “Purchase
Agreement”) with Farmland Reserve, Inc., a Utah nonprofit corporation (“Farmland Reserve”) pursuant to which
Farmland Reserve has agreed to purchase, and the Company has agreed to sell, a portfolio of 46 farms comprising 41,554 acres of
farmland (the “Portfolio”) for an aggregate purchase price of $289 million in a single transaction (the
“Transaction”). The Portfolio includes farms in Arkansas, Florida, Louisiana, Mississippi, Nebraska, Oklahoma, North
Carolina and South Carolina.
The Company intends to use the proceeds from the sale to reduce debt
by approximately $140 million, buy back stock, pursue acquisitions and for other corporate purposes.
The Purchase Agreement contains customary representations and warranties,
covenants, termination rights and indemnification provisions for a transaction of this size and nature and is subject to customary closing
conditions. The all-cash Transaction is expected to close on or about October 16, 2024, once all conditions to closing are satisfied.
Item 7.01. Regulation FD Disclosure.
On October 2, 2024, the Company issued a press release announcing
the Transaction. 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 of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including,
without limitation, statements regarding the timing of the completion of the pending Transaction and the anticipated use of proceeds
therefrom. Forward- looking statements, which are based on certain assumptions and describe future plans, strategies and
expectations of the Company, are generally identifiable by use of the words “believe,” “expect,”
“intend,” “anticipate,” “estimate,” “project” or similar expressions. The
Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Certain
factors that could cause actual results to differ materially from the Company’s expectations include satisfaction of the
closing conditions to the Purchase Agreement described above and other risks detailed under “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and in other filings the Company makes
with the Securities and Exchange Commission from time to time. Many of these factors are beyond the Company’s ability to
control or predict. Forward-looking statements are not guarantees of performance. All forward-looking statements speak only as of
the date of this Current Report on Form 8-K. The Company assumes no obligation to update or supplement forward-looking
statements that become untrue after the date of this Current Report on Form 8-K because of subsequent events, circumstances or
changes in expectations except to the extent required by law.
Item 9.01. Financial Statements and Exhibits.
(d) 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: October 3, 2024 |
By: |
/s/ Luca Fabbri |
|
|
Luca Fabbri |
|
|
President & Chief Executive Officer |
Exhibit 99.1
Farmland Partners to Sell $289 Million of Farmland
to Farmland Reserve, Inc.
Transaction to Generate an Approximate $50
Million Gain Over Net Book Value
DENVER, October 2, 2024--(BUSINESS WIRE)--Farmland Partners Inc.
(NYSE: FPI) (the “Company” or “FPI”) today announced that it is selling a portfolio of 46 farms, comprising 41,554
acres of farmland (the “Portfolio”), for $289 million in a single transaction (“the “Transaction”) with
Farmland Reserve, Inc. The all-cash deal has been finalized by both parties and is scheduled to close on October 16, 2024, once
all conditions to closing are satisfied.
The Portfolio includes farms across several regions and states, including
Arkansas, Florida, Louisiana, Mississippi, Nebraska, Oklahoma, and the Carolinas. The Transaction does not include any of the Company’s
Illinois farmland, which is among the most valuable land it owns. FPI’s total gain on sale will be approximately $50 million, or
approximately 21 percent over the aggregate net book value of the farms comprising the Portfolio. In 2023, FPI also sold approximately
$200 million of assets at a gain in excess of 20 percent.
Luca Fabbri, FPI’s President and CEO said of the sale: “Farmland
is a ‘total return’ investment, with asset appreciation typically accounting for a majority of the overall return on invested
capital. We have consistently advised shareholders that our company is undervalued due to lack of recognition by the market of the appreciation
in our asset base. As we did last year, we have once again proven our total return thesis and highlighted the unrealized intrinsic value
in our stock by delivering a sizable gain on a representative segment of our overall portfolio. We intend to deploy the resulting capital
to reduce debt by approximately $140 million, to buy back stock, to pursue acquisitions, and for other corporate purposes. Moreover, as
we did last year, we expect to be in a position to make a significant special distribution to shareholders at year-end.”
Fabbri explained that the Company was excited to work with Farmland
Reserve on this Transaction.
“We are pleased to transition our long-standing tenant relationships
to a high-quality institutional investor that values relationships as we do,” he said. “Farmland Reserve is highly respected
in the farmland community as a best-in-class owner that manages farms expertly and deals honestly and ethically with its farmer tenants.
We strongly believe that our farmer tenants will have an excellent partner moving forward.”
“We are grateful for the opportunity to work with Farmland Partners
to acquire this unique portfolio of high-quality farmland,” said Doug Rose, CEO of Farmland Reserve. “We’re also gratified
they saw us as the right buyer for these properties and the farmer tenant relationships that come with them. As an investor with
a long-term vision, we look forward to leasing these productive farms to local farmers for many years to come.”
About Farmland Partners Inc.
Farmland Partners Inc. is an internally managed real estate company
that owns and seeks to acquire high-quality North American farmland and makes loans to farmers secured by farm real estate. Assuming
that the pending Transaction closes, the Company is expected to own and/or manage more than 140,000 acres of farmland in 15 states, including
Arkansas, California, Colorado, Illinois, Indiana, Iowa, Kansas, Louisiana, Michigan, Mississippi, Missouri, Nebraska,
North Carolina, South Carolina, and Texas. In addition, the Company owns land and buildings for four agriculture equipment dealerships
in Ohio leased to Ag Pro under the John Deere brand. The Company elected to be taxed as a real estate investment trust, or REIT, for
U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2014. Additional information: www.farmlandpartners.com
or (720) 452-3100.
About Farmland Reserve, Inc.
Farmland Reserve, https://farmlandreserve.org, is an integrated
investment auxiliary of The Church of Jesus Christ of Latter-day Saints. Farmland Reserve’s earnings support the mission of the
Church and its religious, humanitarian, educational, and charitable good works.
Forward-Looking Statements
This press release includes “forward-looking statements”
within the meaning of the federal securities laws, including, without limitation, statements with respect to our outlook and the outlook
for the farm economy generally, proposed and pending acquisitions and dispositions, financing activities, crop yields and prices and anticipated
rental rates. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,”
“should,” “could,” “would,” “predicts,” “potential,” “continue,”
“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates” or similar expressions or their negatives, as well as statements in future tense. Although the Company believes
that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such
forward-looking statements are not predictions of future events or guarantees of future performance, and our actual results could differ
materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following:
the possibility that the Transaction will not close due to the failure to satisfy one or more closing conditions or for other reasons;
the amount and timing of receipt, and the benefits to be realized in connection with the intended use, of the expected proceeds from the
Transaction; market factors and other considerations that could result in the Company deciding not to declare and pay a special dividend
or to declare and pay a special dividend that is less than shareholders anticipate; the ongoing war in Ukraine and the ongoing conflict
in the Middle East and their impacts on the world agriculture market, world food supply, the farm economy generally, and our tenants’
businesses; changes in trade policies in the United States and other countries that import agricultural products from the United States;
high inflation and elevated interest rates; the onset of an economic recession in the United States and other countries that impact the
farm economy; extreme weather events, such as droughts, tornadoes, hurricanes or floods; the impact of future public health crises on
our business and on the economy and capital markets generally; general volatility of the capital markets and the market price of the Company’s
common stock; changes in the Company’s business strategy, availability, terms and deployment of capital; the Company’s ability
to refinance existing indebtedness at or prior to maturity on favorable terms, or at all; availability of qualified personnel; changes
in the Company’s industry, interest rates or the general economy; adverse developments related to crop yields or crop prices; the
degree and nature of the Company’s competition; the outcomes of ongoing litigation; the timing, price or amount of repurchases,
if any, under the Company's share repurchase program; the ability to consummate acquisitions or dispositions under contract; and the other
factors described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2023, and the Company’s other filings with the Securities and Exchange Commission. Any forward-looking information
presented herein is made only as of the date of this press release, and the Company does not undertake any obligation to update or revise
any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
Contact:
Phillip Hayes
phayes@farmlandpartners.com
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