Farmland Partners Inc. Enters Material Definitive Agreement

TL;DR

FPI signed a big deal, details TBD.

AI Summary

Farmland Partners Inc. (FPI) announced on October 2, 2024, that it has entered into a material definitive agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures.

Why It Matters

This filing indicates a significant new development for Farmland Partners Inc., potentially impacting its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the material definitive agreement.

Key Players & Entities

• Farmland Partners Inc. (company) — Registrant

FAQ

Key Financial Figures

• $289 million — io") for an aggregate purchase price of $289 million in a single transaction (the "Transacti
• $140 m — he sale to reduce debt by approximately $140 million, buy back stock, pursue acquisiti

Filing Documents

• tm2425507d1_8k.htm (8-K) — 29KB
• tm2425507d1_ex99-1.htm (EX-99.1) — 12KB
• 0001104659-24-105838.txt ( ) — 218KB
• fpi-20241002.xsd (EX-101.SCH) — 3KB
• fpi-20241002_lab.xml (EX-101.LAB) — 33KB
• fpi-20241002_pre.xml (EX-101.PRE) — 22KB
• tm2425507d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

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.

01. Regulation FD Disclosure

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 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 C

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1* Press release dated October 2, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Furnished herewith.

SIGNATURES

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

View Full Filing

View this 8-K filing on SEC EDGAR