Item 8.01. Other Events
On October 29, 2021, Farmland Partners Inc. (the "Company") and Farmland
Partners Operating Partnership, LP (the "Operating Partnership") entered into
(i) an Equity Distribution Agreement, dated October 29, 2021 (the "Baird Equity
Distribution Agreement"), by and among the Company, the Operating Partnership
and Robert W. Baird & Co. Incorporated ("Baird"); (ii) an Equity Distribution
Agreement, dated October 29, 2021 (the "B. Riley Equity Distribution
Agreement"), by and among the Company, the Operating Partnership and B. Riley
Securities, Inc. ("B. Riley"); (iii) an Equity Distribution Agreement, dated
October 29, 2021 (the "Janney Equity Distribution Agreement"), by and among the
Company, the Operating Partnership and Janney Montgomery Scott LLC ("Janney");
(iv) an Equity Distribution Agreement, dated October 29, 2021 (the "Jefferies
Equity Distribution Agreement"), by and among the Company, the Operating
Partnership and Jefferies LLC ("Jefferies"); and (v) an Equity Distribution
Agreement, dated October 29, 2021 (the "Raymond James Equity Distribution
Agreement" and, together with the Baird Equity Distribution Agreement, the B.
Riley Equity Distribution Agreement, the Janney Equity Distribution Agreement,
and the Jefferies Equity Distribution Agreement, the "Distribution Agreements"),
by and among the Company, the Operating Partnership and Raymond James &
Associates, Inc. (together with Baird, B. Riley, Janney and Jefferies , the
"Sales Agents"), in connection with the commencement of a new at-the-market
equity offering program (the "Program"). Pursuant to the terms and conditions of
the Distribution Agreements, the Company may, from time to time, issue and sell
through or to the Sales Agents, shares of its common stock, $0.01 par value per
share (the "Common Stock"), having an aggregate offering price of up to
$75,000,000 (the "Shares"). In connection with its entry into the Distribution
Agreements, the Company terminated the equity distribution agreements, each
dated as of May 14, 2021, for its prior at-the-market offering program (the
"Prior Program"). At the time of the Company's entry into the Distribution
Agreements and the termination of the Prior Program, approximately $23.3 million
in shares of Common Stock remained available for issuance under the Prior
Program.
Sales of the Shares, if any, under the Distribution Agreements may be made in
transactions that are deemed to be "at-the-market offerings" as defined in Rule
415 under the Securities Act of 1933, as amended, including sales made directly
on the New York Stock Exchange or sales made to or through a market maker or
through an electronic communications network. The Company or any of the Sales
Agents may at any time suspend the offering or terminate the Distribution
Agreements pursuant to the terms of the Distribution Agreements. The actual sale
of Shares under the Program will depend on a variety of factors to be determined
by the Company from time to time, including, among other things, market
conditions, the trading price of the Company's common stock, capital needs and
determinations by the Company of the appropriate sources of funding for the
Company. The Company has no obligation to sell any of the Shares, and may at any
time suspend offers under the Distribution Agreements or terminate the
Distribution Agreements.
Each Sales Agent will be entitled to a commission that will not exceed, but may
be lower than, 2.0% of the gross offering proceeds of Shares sold through it as
sales agent. Under the terms of each Distribution Agreement, the Company also
may sell Shares to each Sales Agent as principal, pursuant to a separate
agreement, for its own account at a price agreed upon in writing at the time of
sale.
Each of the Sales Agents has agreed, subject to the terms and conditions of the
applicable Distribution Agreement, to use its commercially reasonable efforts
consistent with its normal sales practices to execute any order that the Company
submits to it under the applicable Distribution Agreement and with respect to
which such Sales Agent has agreed to act as the Company's sales agent.
The Company intends to use any net proceeds from the sale of its Shares under
the Distribution Agreements to fund future acquisitions of farmland and for
general corporate purposes, which may include originating secured loans to
farmers.
The Shares will be issued pursuant to the Company's effective shelf registration
statement on Form S-3 (File No. 333-254834), and a prospectus supplement
relating to the Shares that was filed with the Securities and Exchange
Commission on October 29, 2021. This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the Shares in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
The Baird Equity Distribution Agreement, the B. Riley Equity Distribution
Agreement, the Janney Equity Distribution Agreement, the Jefferies Equity
Distribution Agreement and the Raymond James Equity Distribution Agreement are
filed as Exhibits 1.1, 1.2, 1.3, 1.4 and 1.5 respectively, to this Current
Report on Form 8-K. The description of the Distribution Agreements does not
purport to be complete and is qualified in its entirety by reference to the
Distribution Agreements filed as exhibits to this Current Report on Form 8-K,
which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Equity Distribution Agreement, dated October 29, 2021, by and among
Farmland Partners Inc., Farmland Partners Operating Partnership, LP
and Robert W. Baird & Co. Incorporated.
1.2 Equity Distribution Agreement, dated October 29, 2021, by and among
Farmland Partners Inc., Farmland Partners Operating Partnership, LP
and B. Riley Securities, Inc.
1.3 Equity Distribution Agreement, dated October 29, 2021, by and among
Farmland Partners Inc., Farmland Partners Operating Partnership, LP
and Janney Montgomery Scott LLC
1.4 Equity Distribution Agreement, dated October 29, 2021, by and among
Farmland Partners Inc., Farmland Partners Operating Partnership, LP
and Jefferies LLC
1.5 Equity Distribution Agreement, dated October 29, 2021, by and among
Farmland Partners Inc., Farmland Partners Operating Partnership, LP
and Raymond James & Associates, Inc.
5.1 Opinion of Morrison & Foerster LLP regarding the legality of
shares.
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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