FARMLAND PARTNERS INC. (NYSE:FPI) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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FARMLAND PARTNERS INC. (NYSE:FPI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On August10, 2017, Farmland Partners Inc. (the “Company”) and Farmland Partners Operating Partnership, LP (the “Operating Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with Raymond James& Associates,Inc. and Jefferies LLC, as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”). to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 5,250,000 shares of its newly designated 6.00% SeriesB participating preferred stock, $0.01 par value per share (the “SeriesB Participating Preferred Stock”), at a public offering price of $25.00 per share, which is the initial liquidation preference of the SeriesB Participating Preferred Stock. to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 787,500 shares of SeriesB Participating Preferred Stock, which the Underwriters exercised in full on August 16, 2017 making an aggregate of 6,037,500 shares of Series B Participating Preferred Stock issuable at closing. The SeriesB Participating Preferred Stock was offered and sold to a prospectus supplement, dated August10, 2017 (the “Prospectus Supplement”), and a base prospectus, dated May14, 2015, relating to the Company’s effective registration statement on FormS-3 (File No.333-203798). The offering is expected to close on August17, 2017, subject to certain customary closing conditions.

The foregoing summary of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit1.1 to this Current Report on Form8-K and is incorporated herein by reference.

Amendment No.2 to the Second Amended and Restated Partnership Agreement

On August16, 2017, Farmland Partners OP GP, LLC, a wholly owned subsidiary of the Company and the sole general partner of the Operating Partnership, entered into Amendment No.2 (the “Amendment”) to the Second Amended and Restated Partnership Agreement of the Operating Partnership in order to provide for the issuance, and the designation of the terms and conditions, of newly classified 6.00% SeriesB participating preferred units of limited partnership interest in the Operating Partnership (“SeriesB Participating Preferred Units”), the economic terms of which are identical to those of the SeriesB Participating Preferred Stock. The Company intends to contribute the net proceeds from the offering of the SeriesB Participating Preferred Stock to the Operating Partnership in exchange for 5,250,000 SeriesB Participating Preferred Units, or 6,037,500 SeriesB Participating Preferred Units if the Underwriters exercise their option to purchase additional shares of SeriesB Participating Preferred Stock in full. The Operating Partnership intends to use the net proceeds from the offering for future farmland acquisitions in accordance with the Company’s investment strategy and for general corporate purposes.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit10.1 to this Current Report on Form8-K and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The SeriesB Participating Preferred Stock ranks senior to the Company’s common stock, $0.01 par value per share (the “Common Stock”), with respect to dividend rights and rights upon the Company’s liquidation dissolution or winding up. Upon issuance of the shares of SeriesB Participating Preferred Stock referenced in Item 1.01 above, the ability of the Company to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on, the Company’s Common Stock or any other class or series of the Company’s equity securities ranking junior to or on a parity with the SeriesB Participating Preferred Stock that may be issued in the future, will be subject to certain restrictions in the event that the Company does not declare distributions on the SeriesB Participating Preferred Stock during any distribution period.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August16, 2017, the Company filed, with the State Department of Assessments and Taxation of the State of Maryland (“MSDAT”), Articles Supplementary (the “Articles Supplementary”) to the Articles of Amendment and Restatement of the Company, classifying and designating 6,037,500 shares of the Company’s authorized preferred stock as SeriesB Participating Preferred Stock. The Articles Supplementary became effective upon filing with MSDAT. For a summary of the material terms of the SeriesB Participating Preferred Stock, see the information included as Exhibit99.1 to this Current Report on Form8-K, which is excerpted from the Prospectus Supplement under the heading “Description of SeriesB Participating Preferred Stock” and is incorporated herein by reference.

The “Description of SeriesB Participating Preferred Stock” included on Exhibit99.1 to this Current Report on Form8-K the and the foregoing description of the SeriesB Participating Preferred Stock are qualified in their entirety by reference to the Articles Supplementary filed as Exhibit3.1 to this Current Report on Form8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description

1.1

Underwriting Agreement, dated August10, 2017, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, Raymond James& Associates,Inc. and Jefferies LLC, as representatives of the several underwriters named in Schedule A thereto.

3.1

Articles Supplementary designating the SeriesB Participating Preferred Stock.

5.1

Opinion of Morrison& Foerster LLP.

8.1

Opinion of Morrison& Foerster LLP.

10.1

Amendment No.2 to the Second Amended and Restated Partnership Agreement of Farmland Partners Operating Partnership, LP

23.1

Consent of Morrison& Foerster LLP (included in Exhibit5.1).

23.2

Consent of Morrison& Foerster LLP (included in Exhibit8.1).

99.1

Excerpts from the Company’s prospectus supplement dated August10, 2017.


Farmland Partners Inc. Exhibit
EX-1.1 2 a17-18837_4ex1d1.htm EX-1.1 Exhibit 1.1             FARMLAND PARTNERS INC.     (a Maryland corporation)   5,…
To view the full exhibit click here

About FARMLAND PARTNERS INC. (NYSE:FPI)

Farmland Partners, Inc. is an internally managed real estate company. The Company owns and seeks to acquire primary crop farmland located in agricultural markets throughout North America. The Company is the sole member of the general partner of Farmland Partners Operating Partnership, LP. The Company’s principal investment focus is on farmland located in agricultural markets throughout North America, however, it may seek to acquire farmland outside of North America. It also may acquire properties related to farming, such as grain storage facilities, grain elevators, feedlots, processing plants and distribution centers, as well as livestock farms or ranches. The Company owns or has under contract approximately 260 farms with an aggregate of over 108,160 acres (including approximately five farms totaling over 8,590 acres under contract) in Arkansas, Colorado, Georgia, Illinois, Kansas, Louisiana, Michigan, Mississippi, Nebraska, North Carolina, South Carolina, Texas and Virginia.