Current Report Filing (8-k)
September 29 2021 - 6:06AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 28, 2021
FARMLAND PARTNERS INC.
(Exact name of registrant as specified
in its charter)
Maryland
(State or other
jurisdiction
of incorporation)
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001-36405
(Commission
File Number)
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46-3769850
(IRS Employer
Identification
No.)
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4600 S. Syracuse Street, Suite 1450
Denver, Colorado
(Address of principal executive offices)
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80237
(Zip Code)
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Registrant’s telephone number,
including area code: (720) 452-3100
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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FPI
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New York Stock Exchange
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6.00% Series B Participating Preferred Stock
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FPI.PRB
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 7.01.
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Regulation FD Disclosure.
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On September 28, 2021, Farmland Partners Inc. (the
“Company”) issued a press release related to the conversion (as described in Item 8.01 below), a copy of which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, on September 28, 2021, the Company
published an investor presentation related to the conversion on its website, www.farmlandpartners.com, under the section “Investor
Relations – Presentations and Other Materials.”
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, except as shall be expressly set forth by specific reference in such a filing.
On
September 28, 2021, the Company delivered notice of conversion (the “Series B Conversion Notice”) to the holders of its 6.00%
Series B Participating Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock”), pursuant to its election
to convert all of its outstanding Series B Preferred Stock, or approximately 5.8 million shares of Series B Series Preferred Stock. In
connection with the conversion, on October 4, 2021, each share of Series B Preferred Stock will be cancelled and represent solely the
right to receive 2.0871798 shares of the Company’s Common Stock, $0.01 par value per share. Pursuant to the Articles Supplementary
governing the terms of the Series B Preferred Stock, no fractional shares of Common Stock will be issued upon conversion of the Series
B Preferred Stock and holders of the Series B Preferred Stock will instead receive cash in lieu of fractional shares to which they otherwise
would be entitled upon conversion. The shares of Series B Preferred Stock are expected to be de-listed from, and the shares of Common
Stock issuable upon conversion are expected to be listed on, the New York Stock Exchange as of market close on October 4, 2021.
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Item 9.01.
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Financial Statements and Exhibits.
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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.
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FARMLAND PARTNERS INC.
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Dated: September 28, 2021
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By:
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/s/ Luca Fabbri
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Luca Fabbri
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Chief Financial Officer and Treasurer
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