EFTA01384938.pdf

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED OCTOBER 6, 2015 • E PROSPECTUS E 12,000,000 Shares = 5" fa -,E, AMERICAN •-• CC O.) N 16 FARMLAND Company 0) 2 a., —5 American Farmland Company s Common Stock 11 .12 American Farmland Company is an internally managed real estate company that owns a diversified portfolio of high-quality farmland, 03 consisting of mature permanent. specialty/vegetable row and commodity row crop farms• as wet] as farmland development. located in select major • tr., agricultural regions in the United States. We seek to provide our stockholders with a combination of (i) current income from rentine our stable ▪E a.. portfolio of mature farm and (ii) capital appreciation. partially driven by our ability to devekp properties to maximize their value. SW lease our a ea farms to experienced professions] farmer tenants under a variety of lease structures with staggered durations, including fixed and participating leases. which typically consist of fixed base rent and participating revenue components. 5 to This is our initial public offering, and currently no public market exists for our common mock. We arc offering 12.000000 shares of our to a common stock as described in this prospectus. We currently expect the initial public offering price of our common stock to be between S8.50 anti SI0S0 per share. We are pursuing this offering in order to repay our indebtedness and =mire additional highquality farmland properties to trri increase our scale and diversification. Our common Mock has been approved for listing. subject to official notice of issuance, on the New York 4) Stock Exchange under the symbol -Alto." ea 2 All of our executive officer, and founders (or their affiliates) have each individually indicated an interest in purchasing approximately 5 , $3.2.5 million collectively, of shares of our common stock in this offering at the public offering price. However, because indications of interest are . not binding agreements or commitments to purchase, suds individuals may elect to purchase more. less or no shares in the offering or the underwriters could determine to sell more, less or no shares to these individuals in this offering. The undenvriters will not receive any underwriting azo p discount on any shares of our common stock purchased by such individuals. 0.1 = •-• We arc a Maryland emanation, and we have elected to qualify as a real estate investment trust, or MIT. for US. federal income lax 4) purposes. Shares of our common stock are subject to ownership limitations that are primarily intended to assist us in maintaining our qualification 4> 0 as a REIT. Our chatter contain!. certain restrictions relating to the ownership and transfer of our common stock, including, subject to certain Of aD = exceptions, a 013% ownership limit of common goat by value or number of shares, whichever is more restrictive. See "Description of Our Capital • a Stock—Restrictions on Ownership and Manger." = Some risks of Investing In our common stock Include: • Our failure to identify and consummate acquisitions that meet our investment criteria would significantly impede our ability to achieve o g our business objectives. including growing out portfolio and further diversifying by geography. crop type and farmer tenant, which could a materially adversely affect our results of operations and ability to make distributions to our stockholders. ea = Failure to qualify or to maintain our qualification as a RUJ'f would have significant adverse consequences to the value of our Ammon E .os Mock. stack. CU 3 .o • We do not have am' specific farms under contract or other legally binding purchase obligation, or that could be considered probable ti .3 acquisitions, that we will acquire with the net proceeds of this offering and. therefore, you will not have the opportunity to evaluate any 02 03 42 acquisitions funded with the net proceeds front this offering before we make them. as • Our cash available for distribution to stockholders may not be sufficient to make distributions, and we may need to borrow in order to make such distributions or may not be able to make such distributions at alL 0> 0 a .i. CI 43 We are an "emerging growth company" under the federal securities laws and will be subject to 03 di E r, reduced public company reporting requirements. Investing in our common stock involves a high -0. a degree of risk. Please refer to the "Risk Factors" beginning on page 26 of this prospectus to read z f, 3. about factors you should consider before investing in our common stock. la2 I'cr ', hart Taal = ._ a iu a +a- Public 'Maim; prik r $ $ 2 = underwriting discount:I ,, 21(3) CO Proceeds. before expenses, to es oLs a .i/. .. .,2 (I) See "Underwriting" fora detailed description of compensation payable to the underwriters. 1 co (2) The Company has agreed to pay Deutsche Bank Securities Inc. an advisory fee in an amount equal to 0.75% of the gloss proceeds of this c." a a a offering (including with respect to any shares of our common stock issued pursuant to the exercise by the undenvriters in whole or in part of s- co ics. their option to purchase additional shares) and has agreed to pay FI3R Capital Markets lc Co. an advisory fee of $250.000. cy i C2n a (3) The undeneriteri will not receive any underwriting disranni on shares of our common stock sold, if any, to our executive officers and c a. founders tor their affiliates) pursuant to any indications of interest. 2 ... We have granted the underwriters an option to purchase up to 1.800.000 additional shares of our summon stock from us, at the initial public ‘5" .;i2- offering price. less the underwriting discount, within 30 days from the date of this prospectus. aE Neither the Severities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or .a• Tro passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary Is a criminal offense. a a The underwriters expect to deliver the shares of common stock on or about . 3115 through the book-entry facilities of The •-• or c Depositary mist Company. 3=•••g CO 6 E z. Deutsche Bank Securities Citigroup Raymond James FDIC Capital Markets FBR CU CU Janney Montgomery Scott Oppenheimer & Co. Wunderlich .= I— .0 The dale of this pospecto 2015 CONFIDENTIAL - PURSUANT TO FED. R CRIM P 6(e) DB-SDNY-0085554 CONFIDENTIAL SDNY_GM_00231738 EFTA01384938