Form 8-K Farmland Partners Inc. For: Nov 13

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): November�13, 2014

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FARMLAND PARTNERS INC.

(Exact name of registrant as specified in its charter)

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Registrant�s telephone number, including area code: (720)�452-3100

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Not Applicable

(Former name or former address, if changed since last report)

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

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

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

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

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Item 1.01.��������������������������������������� Entry into a Material Definitive Agreement

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On November�13, 2014, Farmland Partners Inc. (the �Company�) entered into a purchase agreement (the �Purchase Agreement�) with an unrelated third party (the �Seller�) to acquire seven row crop farms in South Carolina totaling approximately 6,819 acres (collectively, the �Property�) for an aggregate purchase price of $28.0 million. The Company intends to enter into a three-year lease with the Seller for the largest of the seven farms and multi-year leases with other third-party tenants for the other six farms. The Company intends to obtain mortgage financing on the farms at closing in an amount representing approximately 60% of the purchase price.

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The acquisition is expected to close no later than December�22, 2014, subject to the Seller�s execution of a three-year lease for the largest of the seven farms and the satisfaction of certain customary closing conditions. There can be no assurance that these conditions will be satisfied or that the pending acquisition will be consummated on the terms described herein, or at all.

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Under the Purchase Agreement, the Seller has the option to repurchase the Property on the third anniversary of the Purchase Agreement for an aggregate purchase price equal to the sum of: (i)�$32.4 million; (ii)�the price paid by the Company for any improvements on the Property multiplied by 1.10; and (iii)�the annual rental income for the Property in excess of $1,400,000 multiplied by 15. The Seller must notify the Company of its intention to exercise the repurchase option no later than May�13, 2017.

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The Company issued a press release on November�17, 2014 announcing that it had entered into the Purchase Agreement. A copy of the press release is furnished as Exhibit�99.1 to this Current Report on Form�8-K.

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Item 9.01.��������������������������������������� Financial Statements and Exhibits

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(d)�������� Exhibits.

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The following exhibit is furnished with this Current Report on Form�8-K:

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Exhibit No.	�	Description
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99.1*	�	Press Release dated November�17, 2014.

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*� Furnished herewith.

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Cautionary Note Regarding Forward-Looking Statements

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This Current Report on Form�8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including, without limitation, statements regarding the completion of the pending acquisition, expected lease terms and mortgage indebtedness. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words �believe,� �expect,� �intend,� �anticipate,� �estimate,� �project� or similar expressions. The Company�s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Certain factors that could cause actual results to differ materially from the Company�s expectations include satisfaction of the closing conditions to the Purchase Agreement described above and other risks detailed under �Risk Factors� in the Company�s final prospectus, dated July�24, 2014, relating to the Company�s recent public offering, and in the other documents the Company files with the Securities and Exchange Commission. Many of these factors are beyond the Company�s ability to control or predict. Forward-looking statements are not guarantees of performance. For forward-looking statements herein, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, except to the extent required by law.

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SIGNATURES

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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: November�19, 2014	�	By:	/s/ Luca Fabbri
�	�	�	Luca Fabbri
�	�	�	Chief Financial Officer, Secretary and Treasurer

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EXHIBIT�INDEX

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Exhibit No.	�	Description
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99.1*	�	Press Release dated November�17, 2014.

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*� Furnished herewith.

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Exhibit 99.1

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Farmland Partners Inc. Announces Agreements for

Acquisition of $46 Million of Farms

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Denver, CO�November 17, 2014 /PRNewswire/�Farmland Partners Inc. (NYSEMKT: FPI) (the �Company�) today announced that it has entered into a purchase agreement to acquire seven row crop farms in South Carolina totaling approximately 6,819 acres for $28 million. The Company intends to sign multi-year leases with the seller and other third party tenants. The acquisition, which is subject to customary closing conditions, is expected to close no later than December 22, 2014. The Company intends to obtain mortgage financing on the farms at closing in an amount representing approximately 60% of the purchase price.

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The Company also announced eight other separate purchase agreements with seven separate sellers to acquire eight farms in Colorado, Arkansas and Nebraska totaling approximately 3,588 acres for aggregate consideration of approximately $18 million in cash. The acquisitions are expected to close in 2014, and are subject to customary closing conditions.

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�The South Carolina purchase is our largest acquisition since the IPO, and marks the expansion of our portfolio into the southeastern U.S.,� said Paul Pittman, CEO of Farmland Partners Inc. �The region is characterized by a strong, favorable grain pricing environment for our tenants due to the significant local feed demand from poultry and hog operations.�

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About Farmland Partners Inc.

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Farmland Partners Inc. is an internally managed real estate company that owns and seeks to acquire high-quality primary row crop farmland located in agricultural markets throughout North America. The Company�s portfolio is comprised of 47 farms with an aggregate of approximately 29,000 acres in Illinois, Nebraska, Colorado, Arkansas and Louisiana. Including twenty-eight farms under contract in South Carolina, Arkansas, Nebraska, Colorado and Mississippi, the Company�s portfolio consists of approximately 48,600 acres. The Company intends to elect and qualify to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2014.

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Forward-Looking Statements

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This press release contains �forward-looking statements� within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including statements regarding the pending acquisitions, expected lease terms and mortgage indebtedness. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company�s control. The Company faces many risks that could cause its actual performance to differ

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materially from the results contemplated by its forward-looking statements, including, without limitation, the risks related to leasing farmland to third-party tenants, including delays in executing new leases and failure to negotiate leases on terms that will enable the Company to achieve its expected returns. These forward-looking statements are based upon the Company�s present expectations, but the events, expectations, intentions or prospects suggested by or reflected in these statements are not guaranteed to occur or be achieved, and you should not place undue reliance on such statements.� Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes, except as may be required by law. For a further discussion of these and other factors that could impact the Company�s future results, performance or transactions, see the section entitled �Risk Factors� in the Company�s final prospectus, dated July 24, 2014, related to its recent public offering.

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CONTACT: Luca Fabbri, Chief Financial Officer, (720) 452-3100

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SOURCE: Farmland Partners Inc.

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