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): February 9, 2017
FARMLAND PARTNERS INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-36405 |
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46-3769850 |
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8670 Wolff Court, Suite 240 |
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80031 |
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On February 9, 2017, Farmland Partners Inc. (the “Company”) issued a press release that includes certain financial metrics related to its recently completed merger with American Farmland Company. The Company also announced that it will be holding a conference call for investors related to its recent merger with American Farmland Company on Monday, February 13, 2017 at 11:00 a.m. Eastern Time. The information for the conference call is included in the press release, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of the presentation materials to be used during the conference call will be available on the Company’s website www.farmlandpartners.com, under the section “Investor Relations — Investor Presentation” prior to the conference call.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1* |
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Press Release dated February 9, 2017. |
* Furnished herewith.
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: February 9, 2017 |
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By: |
/s/ Luca Fabbri |
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Luca Fabbri |
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Chief Financial Officer and Treasurer |
Exhibit 99.1
Farmland Partners Inc. Announces Conference Call to Discuss Financial Benefits of Recent Merger
Conference Call to be Held Monday, February 13 at 11 AM ET
DENVER, CO, February 9, 2017 — Last week, Farmland Partners Inc. (“FPI” or the “Company”) (NYSE: FPI) closed on the merger with American Farmland Company (“AFCO”), forming the largest public farmland real estate investment trust in the United States with assets of approximately $950 million and total market capitalization of approximately $400 million. The Company will hold a conference call on Monday, February 13 at 11 AM ET to discuss the accretive impact of the transaction.
Paul Pittman, CEO of the Company said, “We look forward to discussing our view of the powerful revenue and earnings benefits we expect to realize from this merger.”
FPI stockholders are expected to benefit from (i) overall diversification across crops, markets, and tenants, (ii) elimination of duplicative administrative and other public company costs, (iii) integration of properties with higher capitalization rates and (iv) additional revenues from AFCO assets under development but nearing completion.
FPI estimates that, had the AFCO properties been owned for the entirety of 2016 and operated using the FPI cost structure, 2016 revenues for the Company would have been approximately $47 million with an operating income of $23 million. FFO per share would have been approximately $0.53 and AFFO per share would have been approximately $0.62.(1),(2)
Paul Pittman, the Company’s CEO, and Luca Fabbri, the Company’s CFO, will make a brief presentation during the Company’s conference call and will be available after the presentation to answer questions regarding the Company’s financial performance moving forward.
Conference Call Information
The call can be accessed live over the phone toll-free by dialing (866) 262-6804, or for international callers, (412) 902-4107. Participants can reference the Farmland Partners Inc. Update Call.
The conference call will also be available via a live listen-only webcast and can be accessed through the Investor Relations section of the Company’s website, www.farmlandpartners.com.
A replay of the conference call will be available beginning February 13, 2017 at 1:00 p.m. (Eastern Time) until February 27, 2017 at 11:59 p.m. (Eastern Time), by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International); passcode: 10101610. A replay of the webcast will also be accessible on the Investor Relations section of the Company’s website for a limited time following the event.
About Farmland Partners Inc.
Farmland Partners Inc. is an internally managed real estate company that owns and seeks to acquire high-quality North American farmland and makes loans to farmers secured by farm real estate. As of the date of this release, FPI owns or has under contract over 145,000 acres in Alabama, Arkansas, California, Colorado, Florida, Georgia, Illinois, Kansas, Louisiana, Michigan, Mississippi, Nebraska, North Carolina, South Carolina, Texas and Virginia. FPI elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2014.
(1) These values are estimates based only on the Company’s view of consolidated operations and expenses. They are not intended to be interpreted as guidance nor as reported results. The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has not audited, reviewed, compiled or performed any procedures on the financial information presented in this release.
(2) Based on 34.1 million weighted average common shares.
Forward-Looking Statements
This press release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expected portfolio growth, the elimination of duplicative costs, anticipated synergies and accretion to FPI’s FFO and AFFO per share. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address events or developments that we expect or anticipate will occur in the future are forward-looking statements. These statements are not guarantees of future events and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.
Farmland Partners Inc. Contact
Clay Stockett
Investor Relations Manager
(720) 452-3107
clay@farmlandpartners.com