Item 1.01.
Entry into a Material Definitive Agreement.
Underwriting Agreement
On August 10, 2017, Farmland Partners Inc. (the Company) and Farmland Partners Operating Partnership, LP (the Operating Partnership) entered into an underwriting agreement (the Underwriting Agreement) with Raymond James & Associates, Inc. and Jefferies LLC, as representatives of the several underwriters named in Schedule A thereto (the Underwriters). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 5,250,000 shares of its newly designated 6.00% Series B participating preferred stock, $0.01 par value per share (the Series B Participating Preferred Stock), at a public offering price of $25.00 per share, which is the initial liquidation preference of the Series B Participating Preferred Stock. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 787,500 shares of Series B Participating Preferred Stock, which the Underwriters exercised in full on August 16, 2017 making an aggregate of 6,037,500 shares of Series B Participating Preferred Stock issuable at closing. The Series B Participating Preferred Stock was offered and sold pursuant to a prospectus supplement, dated August 10, 2017 (the Prospectus Supplement), and a base prospectus, dated May 14, 2015, relating to the Companys effective registration statement on Form S-3 (File No. 333-203798). The offering is expected to close on August 17, 2017, subject to certain customary closing conditions.
The foregoing summary of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment No. 2 to the Second Amended and Restated Partnership Agreement
On August 16, 2017, Farmland Partners OP GP, LLC, a wholly owned subsidiary of the Company and the sole general partner of the Operating Partnership, entered into Amendment No. 2 (the Amendment) to the Second Amended and Restated Partnership Agreement of the Operating Partnership in order to provide for the issuance, and the designation of the terms and conditions, of newly classified 6.00% Series B participating preferred units of limited partnership interest in the Operating Partnership (Series B Participating Preferred Units), the economic terms of which are identical to those of the Series B Participating Preferred Stock. The Company intends to contribute the net proceeds from the offering of the Series B Participating Preferred Stock to the Operating Partnership in exchange for 5,250,000 Series B Participating Preferred Units, or 6,037,500 Series B Participating Preferred Units if the Underwriters exercise their option to purchase additional shares of Series B Participating Preferred Stock in full. The Operating Partnership intends to use the net proceeds from the offering for future farmland acquisitions in accordance with the Companys investment strategy and for general corporate purposes.
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.