FARMLAND PARTNERS INC. (NYSE:FPI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On September22, 2017, Farmland Partners Inc. (the “Company”), Farmland Partners Operating Partnership, LP (the “Operating Partnership”) and a wholly owned subsidiary of the Operating Partnership entered into a purchase agreement (the “Purchase Agreement”) with Olam International (“Olam”) to acquire three tree nut ranches in California comprising an aggregate of approximately 5,100 acres (collectively, the “Properties”) for total consideration of $110 million in cash. The Purchase Agreement contains certain customary representations, warranties and covenants of the parties, and the acquisition of the Properties is expected to close in November2017, subject to the satisfaction of certain customary closing conditions.
In connection with the closing to the Purchase Agreement, the Company expects to enter into a 25-year triple-net lease agreement with Olam on a revenue share basis with respect to the Properties (the “Lease”). During the term of the Lease, Olam will be responsible for the operation, maintenance and improvements on the Properties and will have a right of first refusal on the Properties.
There can be no assurances that the acquisition will be completed, or that the Lease will be entered into, on the expected timeline, on the expected terms or at all.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form8-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 completion of the pending acquisition and the expected terms of the Lease. 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 Form10-K that was filed with the Securities and Exchange Commission on February23, 2017 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. For forward-looking statements herein, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, except to the extent required by law.