22NW Fund Amends Farmer Brothers Stake

TL;DR

22NW Fund just updated their 13D filing for Farmer Brothers. Keep an eye on this one.

AI Summary

22NW Fund, LP has filed Amendment No. 7 to its Schedule 13D regarding Farmer Brothers Co. The filing, dated August 16, 2024, indicates a change in beneficial ownership of Farmer Brothers Co. common stock. The specific details of the change in ownership percentage or number of shares are not explicitly stated in this excerpt, but it signifies an ongoing disclosure by 22NW Fund, LP.

Why It Matters

This filing signals a potential shift in control or influence over Farmer Brothers Co. by an activist investor, which could lead to strategic changes within the company.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can precede significant corporate actions or activist campaigns, introducing uncertainty.

Key Players & Entities

• 22NW Fund, LP (company) — Filer of the Schedule 13D/A
• Farmer Brothers Co. (company) — Subject company of the Schedule 13D/A
• Aron R. English (person) — Person authorized to receive notices and communications for 22NW Fund, LP

FAQ

Key Financial Figures

• $1.00 — ame of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securiti

Filing Documents

• sc13da710680015_08162024.htm (SC 13D/A) — 173KB
• 0000921895-24-001852.txt ( ) — 174KB

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On August 14, 2024, the Reporting Persons entered into a letter agreement with the Issuer (the “Agreement”). Pursuant to the Agreement, the Issuer has agreed to appoint an individual designated by the Reporting Persons as an observer (the “Observer”) to the Issuer’s Board of Directors (the “Board”), to serve as such effective August 19, 2024 and until the Termination Date (as defined below). The initial Observer will be Mr. Hirai-Hadley. The Observer will not be a director of the Board or have the right to vote as a director on any matter presented to the Board or any Board committee. Pursuant to the Agreement, the Reporting Persons have agreed to certain standstill, voting commitment (subject to certain exceptions) and mutual non-disparagement provisions, which remain in effect until the Termination Date. Additionally, the Reporting Persons will be subject to a confidentiality agreement related to the Observer’s role as an observer. The Agreement will terminate on the date that is the earlier of (i) August 5, 2025 and (ii) written agreement of the parties (the “Termination Date”). The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On August 14, 2024, the Reporting Persons and the Issuer entered into the Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 Agreement, dated August 14, 2024 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 16, 2024) . 8 CUSIP No. 307675108

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 16, 2024 22NW FUND, LP By: 22NW Fund GP, LLC General Partner By: /s/ Aron R. English Name: Aron R. English Title: Manager 22NW, LP By: 22NW GP, Inc. General Partner By: /s/ Aron R. English Name: Aron R. English Title: President and Sole Shareholder 22NW FUND GP, LLC By: /s/ Aron R. English Name: Aron R. English Title: Manager 22NW GP, INC. By: /s/ Aron R. English Name: Aron R. English Title: President and Sole Shareholder /s/ Aron R. English ARON R. ENGLISH /s/ Bryson O. Hirai-Hadley BRYSON O. HIRAI-HADLEY 9

View Full Filing

View this SC 13D/A filing on SEC EDGAR