UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
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.
| Item 8.01. | Other Events. |
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.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 99.1* | Press release dated September 28, 2021. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | 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.
| FARMLAND PARTNERS INC. | ||
| Dated: September 28, 2021 | By: | /s/ Luca Fabbri |
| Luca Fabbri | ||
| Chief Financial Officer and Treasurer | ||