DENVER, Colo., Sept. 28, 2021 /PRNewswire/ -- Farmland Partners
Inc. (the "Company") (NYSE: FPI) today announced that it will
convert all outstanding shares of its 6.00% Series B participating
preferred stock, $0.01 par value per share
(NYSE: FPI PR B) (the "Series B Preferred Stock"), into shares
of the Company's common stock, $0.01 par value per share
(the "Common Stock"), in accordance with the Articles Supplementary
designating the terms of the Series B Preferred Stock. Based
on the conversion ratio in the Articles Supplementary, the Company
will issue an aggregate of 12,119,829 shares of Common Stock),
or 2.0871798 shares of Common Stock per share of Series B
Preferred Stock to be converted.
"We are delighted to execute this transformational conversion at
a common stock price that is over 45% higher than the common stock
price at the time we priced the Series B Preferred Stock,
delivering substantial value to our common stockholders," commented
Paul Pittman, the Company's Chairman
and CEO. "The conversion is expected to result in a
fully-covered dividend, reduces leverage, and increases the common
equity market capitalization of the Company by over 35%. Coupled
with the strong appreciation of farmland over the past year, we
believe this simplification of our capital structure and
significant decrease in our cost of capital, creates an opportunity
to substantially grow the Company."
Pursuant to the Articles Supplementary, 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 conversion
of the Series B Preferred Stock into shares of Common Stock is
expected to occur on October 4, 2021 (the "Conversion
Date").
The shares of Series B Preferred Stock will be converted into
shares of Common Stock, pursuant to a conversion ratio per share
equal to (A) the sum of (1) $25.0000, (2) $1.5410, the
FVA Amount (as defined in the Articles Supplementary), (3)
$0.0591, the Premium Amount (as
defined in the Articles Supplementary), and (4) $0.0167 of accrued and unpaid dividends to, but
excluding, the Conversion Date, divided by (B) $12.7525, the
10-day volume-weighted average price (as reported by Bloomberg
Business News) of the Common Stock on the New York Stock Exchange
(the "NYSE") on September 28, 2021, the date the Company
delivered the required notice of conversion. The $12.75 conversion price constitutes a
$3.97, or 45.2%, conversion premium
over the closing price of the Common Stock on the NYSE on
August 10, 2017, the date the Series
B Preferred Stock was priced.
Before the Conversion Date, the Company will cause to be listed
on the NYSE the shares of Common Stock issuable upon conversion of
the Series B Preferred Stock. Upon conversion, American Stock
Transfer & Trust Company, LLC, the Company's registrar and
transfer agent, will cause the shares of Common Stock to be issued
to all holders of the Series B Preferred Stock without any action
required by such holders. Upon conversion, the Series B Preferred
Stock will no longer be outstanding, and all rights of the holders
of such shares will terminate. Upon conversion, the Series B
Preferred Stock will be delisted from trading on the NYSE.
Following the Conversion Date, holders of record of the shares
of Common Stock received upon conversion will be eligible to
receive dividends quarterly with respect to such shares of Common
Stock.
About Farmland Partners
Farmland Partners Inc. is an internally managed real estate
company that owns and seeks to acquire high-quality North American
farmland, makes loans to farmers secured by farm real estate, and
manages farmland for third parties. As of the date of this release,
the Company owns and/or manages approximately 166,000 acres in 16
states, including Alabama,
Arkansas, California, Colorado, Florida, Georgia, Illinois, Kansas, Louisiana, Michigan, Mississippi, Nebraska, North
Carolina, South Carolina,
South Dakota and Virginia. We have approximately 26 crop types
and over 100 tenants. The Company 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.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the federal securities laws. Forward-looking
statements generally can be identified by the use of
forward-looking terminology such as "may," "should," "could,"
"would," "predicts," "potential," "continue," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates" or similar expressions or their negatives, as well as
statements in future tense. These statements include, among others,
beliefs about the impact of the conversion of our Series B
preferred stock, the current condition of the market for
agricultural real estate and our management's estimates of future
improvements in AFFO per share and annual cash flow. Although the
Company believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions,
beliefs and expectations, such forward-looking statements are not
predictions of future events or guarantees of future performance
and our actual results could differ materially from those set forth
in the forward-looking statements. For certain factors that might
cause such a difference, see the section entitled "Risk Factors" in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2020, and the Company's
other filings with the Securities and Exchange Commission. Any
forward-looking information presented herein is made only as of the
date of this press release, and the Company does not undertake any
obligation to update or revise any forward-looking information to
reflect changes in assumptions, the occurrence of unanticipated
events, or otherwise.
View original
content:https://www.prnewswire.com/news-releases/farmland-partners-announces-conversion-of-6-00-series-b-participating-preferred-stock-301387267.html
SOURCE Farmland Partners Inc.