UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
CURRENT REPORT
Pursuant to Regulation A of the Securities Act of 1933
Date of Report (Date of earliest event reported): October 11, 2021
IROQUOIS VALLEY FARMLAND REIT, PBC
(Exact name of issuer as specified in its charter)
| Delaware | 82-0921424 |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
| 708 Church Street, Suite 234, Evanston, IL | 60201 |
| (Full mailing address of principal executive offices) | (ZIP Code) |
(847) 859-6645
(Issuer’s telephone number, including area code)
Title of each class of securities issued pursuant to Regulation A: Common Stock
Item 9. Other Events
2021 Stock Redemption Period
The board of directors (the “Board”) of Iroquois Valley Farmland REIT, PBC (the “Company”) authorized the Company to redeem shares of its common stock (the “2021 Redemption”). The 2021 Redemption is made pursuant to the Company’s Stock Redemption Program dated February 22, 2019 (“Stock Redemption Program”). A copy of the Stock Redemption Program is attached as Exhibit 3.1.
The 2021 Redemption is made under the following terms, in addition to the terms set forth in the Stock Redemption Program:
Term of 2021 Redemption: October 15, 2021 – November 15, 2021.
2021 Redemption Price: $618/share (namely the Company’s current common stock offering price).
Record Date: October 8, 2021.
Number of Shares to be Redeemed: Up to 4,902 (the “Redemption Cap”), equal to 5% of the shares of common stock of the Company outstanding as of the Record Date. If total shares offered for redemption in the 2021 Redemption exceed the Redemption Cap, the Company may redeem shares up to the Redemption Cap on a pro rata basis.
Eligible Shares: Any shares purchased more than five (5) years prior to the Record Date. Based on the Record Date, shares must have been purchased prior to October 8, 2016 to be eligible for the 2021 Redemption.
Minimum Redemption: Subject to the Redemption Cap, stockholders must redeem a minimum of twenty (20) shares of common stock to participate in the 2021 Redemption. If a stockholder owns less than twenty (20) shares, the stockholder may participate if the stockholder redeems all of the eligible shares then owned by the stockholder.
Timing of Payment: The Company intends to issue payments under the 2021 Redemption within approximately ten (10) business days after the termination of the 2021 Redemption term.
Any Registered Shareholder seeking redemption of eligible shares in the 2021 Redemption must submit a completed Request for Redemption. Requests for Redemption must be received by the Company no later than 5:00pm CST on Monday, November 15, 2021.
A form Request for Redemption is attached as hereto as Exhibit 3.2. The Request for Redemption Form will also be distributed to stockholders holding shares of common stock eligible for redemption as of the Record Date.
Safe Harbor Statement
This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section titled “Risk Factors” in the Company’s Offering Statement, as amended, on Form 1-A POS dated May 3, 2021 filed with the SEC, as such factors may be updated from time to time in the Company’s subsequent filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. The Company undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
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SIGNATURE
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| IROQUOIS VALLEY FARMLAND REIT, PBC |
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| By: | /s/ Mark D. Schindel | |||
| Mark D. Schindel | ||||
| Chief Financial & Investment Officer | ||||
Date: October 12, 2021
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Exhibit 3.1
Iroquois Valley Farmland REIT, PBC (“Company”)
Stock Redemption Program
Dated as of: February 22, 2019
| 1. | Purpose. The purpose of the Stock Redemption Program is to provide limited interim liquidity for the Company’s stockholders (under the conditions and limitations set forth below) until a liquidity event occurs. Without the Stock Redemption Program, stockholders in the Company would generally be required to hold their shares of common stock for an indefinite time period because (1) there is no established trading market for the shares, (2) the Company does not anticipate that a secondary trading market for the shares will develop, and (3) the Company does not have a pre-established liquidation date or other established liquidity event (such as listing the shares on a securities exchange, merger with a publicly traded company or sale in a privately negotiated transaction.) |
| 2. | Participation. The Stock Redemption Program is open to all stockholders. |
| 3. | Conditions. Stockholders must have held the shares of common stock to be redeemed for at least five (5) years to redeem such shares in the Stock Redemption Program. Stockholders must redeem a minimum of twenty (20) shares of common stock to participate in the Stock Redemption Program; provided that if a stockholder owns less than twenty (20) shares, the stockholder may participate if the stockholder redeems all of the shares then owned by the stockholder. |
| 4. | Timing. The Stock Redemption Program is intended to remain open indefinitely for the life of the Company unless modified or suspended by the Board of Directors. Stockholders can tender their shares of common stock at any time during the period in which redemption periods are open. Each redemption period will be held open for at least one (1) month. Repurchases under the Stock Redemption Program will be made at least once every eighteen (18) months; however the Company will attempt to repurchase every twelve (12) months. The Company intends to open redemption periods following new equity or debt capital raise efforts and allocate a portion of the proceeds therefrom to fund such redemptions. |
| 5. | Repurchase Price. The repurchase price will be based on the current Board-approved price for shares of the Company’s common stock. At no time will the repurchase price exceed the current Board-approved price. No premium will be paid by the Company for the shares repurchased under the Stock Redemption Plan (as compared with the current Board-approved price for shares of the Company’s common stock). The repurchase price will be the same for all shares redeemed during a given redemption period and the repurchase price will be paid in cash. |
| 6. | Number of Shares Repurchased by the Company. The number of shares to be repurchased by the Company under each redemption will not (i) be less than five percent (5%), and/or (ii) exceed ten percent (10%) of the number of shares of common stock of the Company outstanding at the time the redemption becomes effective. Any and all shares of common stock redeemed by the Company will be cancelled and returned to the status of authorized but unissued shares. Shares acquired by the Company through the Stock Redemption Program will not be reissued unless they are first registered with the SEC or other appropriate state securities laws or are exempt from such registration. |
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| 7. | Oversubscription. If the volume limitation is reached (i.e., shares tendered for redemption are in excess of ten percent (10%) of the number of shares of common stock of the Company) in any given redemption period or the Company determines to redeem fewer shares than have been submitted for redemption in any redemption period, the Company will make redemptions under the Stock Redemption Program on a pro rata basis. |
| 8. | Disclosure. All material information relating to the Stock Redemption Programs will be fully and timely disclosed (i) to the Company’s stockholders and (ii) in the Company’s offering materials. Modifications, suspensions or terminations of the Stock Redemption Program will be promptly disclosed in a Current Reports filed with the SEC, and stockholders will be notified in writing at least thirty (30) days prior to the effective date of the modification, suspension or termination. |
| 9. | Non-Solicitation. The Company will not solicit redemptions under the Stock Redemption Program other than through disclosure in the Company’s offering materials and Current Reports filed with the SEC disclosing the terms of the Stock Redemption Program, and through further communications as necessary to announce a modification to, or suspension or termination of, the Stock Redemption Program. Stockholders desiring to submit for redemption all or a portion of their shares of common stock will do so of their own volition and not at the behest of, invitation or encouragement of the Company. The role of the Company in effectuating redemptions under the Stock Redemption Program will be ministerial. |
| 10. | Stockholder Withdrawal Rights. Stockholders may withdraw any request for redemption at any time in writing delivered to the Company prior to the redemption. |
| 11. | No Trading Market. The Company is structured as a perpetual-life entity and has no current intention to list its shares of common stock on an exchange or other trading market. No established regular trading market for the Company’s shares of common stock currently exists. The Stock Redemption Program will be terminated if the Company’s shares of common stock are listed on a national securities exchange or included for quotation in a national securities market, or in the event a secondary market for the Company’s shares of common stock develops. |
| 12. | Board of Director Approval. The Board of Directors of the Company will approve and adopt the Stock Redemption Program and each redemption thereunder. A determination by the Board of Directors to terminate, amend or suspend the Stock Redemption Program will require the affirmative vote of a majority of the members of the Board of Directors. |
| 13. | Regulatory Compliance. The Stock Redemption Plan is intended to allow the Company to make repurchases of shares of its common stock in a manner that such redemptions do not constitute an issuer tender offer subject to the Exchange Act Rule 13e-4. Furthermore, the Stock Redemption Plan is also intended to be exempt from Rule 102 of Regulation M to permit the Company to repurchase its shares of common stock while the Company is engaged in a distribution of shares of common stock. The Company intends to take action requested by the SEC to be in conformity with the foregoing. |
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Exhibit 3.2
REQUEST FOR REDEMPTION
IROQUOIS VALLEY FARMLAND REIT, PBC
a Delaware public benefit corporation
This Request for Redemption (“Request for Redemption”) is being delivered to registered shareholders (“Registered Shareholders”) of Iroquois Valley Farmland REIT, PBC (the “Company”) in connection with the Company’s redemption of common shares of the Company subject to the terms of the Company’s Stock Redemption Program dated February 22, 2019 (the “Redemption Program”) and the terms of this particular redemption, open from October 15, 2021 to November 15, 2021 (the “2021 Redemption”). A copy of the Redemption Program is available as part of the Company’s public filings available at www.sec.gov.
Shares eligible for the 2021 Redemption must have been held by you, directly or indirectly through an affiliate, for at least five (5) years prior to Record Date for the 2021 Redemption, namely October 8, 2021 (the “Record Date”). For the avoidance of doubt, if you transferred your shares to a trust or other entity controlled by you during this five-year holding period, the holding period does not restart upon any such transfer.
As a shareholder of the Company, subject to the terms of the Redemption Program and the 2021 Redemption, you may be entitled to receive cash consideration of $618.00 per eligible share of common stock redeemed (the “Cash Payment”).
Please note that the Company will only redeem a maximum of 5% of the common stock of the Company outstanding as of the Record Date (the “Redemption Cap”). As of the Record Date, there were 98,032.06 shares of common stock outstanding, resulting in a Redemption Cap of 4,902 shares. If the Company receives Requests for Redemption that exceed the Redemption Cap, the Company may make redemptions on a pro rata basis to requesting shareholders. That is, the Cash Payment per share will remain the same, but the Company may only be able to grant your Request for Redemption for a portion of the eligible shares.
Please review the detailed submission instructions below. You must follow these instructions carefully and comply with the requirements contained therein in order to receive the Cash Payment. Method of delivery is at the option and risk of the owner thereof. Any questions regarding this Request for Redemption should be directed to the Investor Relations Department at coordinator@iroquoisvalleyfarms.com or (847) 859-6645 ext.1.
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By U.S. Mail
By FedEx, UPS, or Overnight Courier:
Email:
Secure Upload: |
Iroquois Valley Farmland REIT, PBC PO Box 5850 Evanston, IL 60204 Attn: REDEMPTIONS
Iroquois Valley Farmland REIT, PBC 708 Church Street, Suite 234 Evanston, IL 60201
coordinator@iroquiosvalleyfarms.com
https://iroquoisvalley.com/uploads/ Note: You must email the Company at invest@iroquoisvalleyfarms.com following an upload to confirm successful retrieval of the uploaded file. |
Your Request for Redemption must be received by the Company no later than 5:00pm CST on Monday, Nov. 15, 2021.
DELIVERY OF THIS REQUEST FOR REDEMPTION TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE ACKNOWLEDGMENT AND AGREEMENTS BELOW MUST BE READ CAREFULLY BEFORE THIS REQUEST FOR REDEMPTION IS COMPLETED. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT SUBMISSIONS WILL BE ACCEPTED.
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ACKNOWLEDGEMENTS AND AGREEMENTS
The undersigned represents that I (we) have full authority to surrender for redemption the shares of common stock of IROQUOIS VALLEY FARMLAND REIT, PBC (the “Company”) owned by me as detailed below (the “Shares”). Should the Company approve this Request for Redemption by me (us), in whole or in part, the Company is hereby authorized to update its records to reflect the redemption of the Shares.
| 1. | Redemption of Shares. |
In connection with the 2021 Redemption pursuant to the Redemption Program of the Company, the undersigned hereby surrenders for redemption, subject to the terms and conditions of the 2021 Redemption and the Redemption Program, the Shares detailed below in exchange for, and for the purpose of receiving, an amount in cash equal to the Cash Payment payable under the 2021 Redemption.
| 2. | Representations and Warranties. The undersigned hereby represents and warrants to the Company as follows: |
| (a) | The undersigned has all requisite power, authority and legal capacity to execute and deliver this Request for Redemption. This Request for Redemption, when duly and validly executed and delivered by the undersigned, will constitute the legal, valid and binding obligation of the undersigned and will be enforceable against the undersigned in accordance with its terms, unless withdrawn under the terms hereof, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and by the availability of equitable remedies. |
| (b) | The undersigned is the Registered Shareholder of the Shares. The undersigned owns the Shares, free and clear of all liens, pledges, charges, encumbrances and security interests whatsoever, and the undersigned has the full power, right and authority to transfer the Shares pursuant to the Redemption Program and 2021 Redemption. |
| (c) | The undersigned acknowledges that the Company has given it access to all information relating to the Company’s business that it has requested. Specifically, but not by way of limitation, the undersigned acknowledges the Company’s publicly available filings made periodically with the SEC, available at www.sec.gov, and which the undersigned acknowledges reviewing or having had the opportunity to review. |
| 3. | Acceptance by the Company; Additional Terms. Redemption of the Shares is subject to acceptance of your Request for Redemption by the Company, which shall not occur, if at all, until the close of the 2021 Redemption. Redemption of the Shares is further subject to the terms, conditions, and limitations set forth in the Company’s Redemption Program. |
| 4. | Binding Effect. This Request for Redemption shall remain in full force and effect notwithstanding the death or incapacity or dissolution of the undersigned, and shall be binding upon the heirs, personal representatives, successors and assignees of the undersigned and shall not be affected by, and shall survive, the death or incapacity or dissolution of the undersigned. |
| 5. | Withdrawal. This Request for Redemption may be withdrawn by the Registered Shareholder(s). Requests for withdrawal must be received the Company no later than 5:00pm CST on Monday, Nov. 15, 2021. |
| 6. | Validity of Requests. All questions as to the validity, form and eligibility of any Request for Redemption of Shares will be determined by the Company and such determination shall be final and binding. The Company reserves the right to waive any irregularities or defects in the redemption of any shares. A redemption will not be deemed to have been made until all irregularities have been cured or waived. |
| 7. | Tax Consequences of Redemption. Any discussion of U.S. federal tax issues in this Request for Redemption was not intended or written to be relied upon, and cannot be relied upon, by any taxpayer for any purpose. Registered shareholders agree and acknowledge that they have had opportunity to and should seek advice based on their particular circumstances from an independent tax advisor. |
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Description of Shares of Stock Owned
In this section, please detail the Registered Shareholder(s)’s name (exactly as it appears in the Company’s book entry account statement), contact information, and Shares for which redemption is requested. If you do not know the exact name as it appears in the book entry account statement, please contact coordinator@iroquoisvalleyfarms.com. Payment will be issued in the exact same name(s) as that in which shares are registered in the Company’s book entry account statements. Please attach additional sheets if necessary.
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| Full Name: | ||||||||
| Address: | ||||||||
| Phone: | Email: | |||||||
| Total number of Shares requested for redemption: |
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Minimum Redemption: Subject to the Redemption Cap for the 2021 Redemption, you must redeem a minimum of 20 Shares. If you own less than 20 Shares, you must request redemption of all of your eligible shares.
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DELIVERY
INSTRUCTIONS
Mail a check to the following address. (A 1099 will also be sent to this address. Please contact the Company if the mailing address changes.)
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| Payable to: | |||
| Address: | |||
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Delivery of a Cash Payment under the 2021 Redemption shall be made within approximately ten (10) business days after the close of the 2021 Redemption. All checks will be sent via regular mail unless determined by the Company.
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REGISTERED SHAREHOLDER(S) SIGN HERE
The Request for Redemption must be signed by all Registered Shareholders of the Shares exactly as the name appears in the Company’s book entry account statement(s). If any Shares are held jointly, all such owners must sign the Request for Redemption. Signatures of trustees, executors, administrators, guardians, officers of corporations, attorneys-in-fact or others acting in a fiduciary or representative capacity must include the full title of the signer in such capacity. | ||
| X | X | |
| (Registered Shareholder Signature) | (Joint Registered Shareholder Signature) | |
| (Printed Name and Title, if signing on behalf of an entity) | (Joint Printed Name) | |
COMPANY AUTHORIZATION [To Be Completed by Iroquois Valley Farmland REIT, PBC]
The following number of Shares have been accepted for the 2021 Redemption: _________________________.
These Shares shall be considered redeemed as of the closing date of the 2021 Redemption and should be removed from the book entry account statement of the Registered Shareholder(s). Cash payment, in an amount of $618/share, shall be issued to the Registered Shareholder(s) and delivered to the address listed above. | ||
| IROQUOIS VALLEY FARMLAND REIT, PBC | ||
| X | Date: _____________________ | |
| By: Mark D. Schindel, Chief Financial & Investment Officer | ||
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