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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): November 10, 2020

 

 

 

FARMLAND PARTNERS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland

(State or other jurisdiction

of incorporation)

 

001-36405

(Commission

File Number)

 

46-3769850

(IRS Employer

Identification No.)

 

4600 S. Syracuse Street, Suite 1450

Denver, Colorado

(Address of principal executive offices)

 

80237

(Zip Code)

 

 

Registrant’s telephone number, including area code: (720452-3100

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock FPI New York Stock Exchange
6.00% Series B Participating Preferred Stock FPI.PRB New York Stock Exchange

 

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. ¨

 

 

 

 

 

 Item 7.01.

Regulation FD Disclosure.

 

As previously disclosed in Farmland Partners Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, the Company is in negotiations with third parties relating to an Opportunity Zone Fund focused on farmland and related assets. The Company has identified certain of its farmland and related assets valued at approximately $50 million that are located within Qualified Opportunity Zones, as defined in the Tax Cuts and Jobs Act of 2017 and its related final Treasury Regulations (the “OZ Laws”). If the Company and the third parties with whom the Company is negotiating determine that the assets qualify for favorable tax benefits provided under the OZ Laws, then the Company might sell certain of those assets to an Opportunity Zone Fund and serve in an advisory and property management capacity of the fund. The Company can provide no assurances as to whether any of its farmland or related assets satisfy the requirements of the OZ Laws or whether negotiations will be successful, the size of asset sales (if any), and the impact of the transaction on the Company's financial performance.

 

In accordance with General Instruction B.2 of Form 8-K, the information included in this Current Report on Form 8-K 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.

 

 

 

 

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: November 10, 2020 By:   

/s/ Luca Fabbri

    Luca Fabbri
    Chief Financial Officer and Treasurer