Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Village Farms International, Inc. | d939335dex991.htm |
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): July 1, 2020
VILLAGE FARMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Canada | 001-38783 | 98-1007671 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employee Identification No.) |
4700-80th Street
Delta, British Columbia Canada
V4K 3N3
(Address of Principal Executive Offices)
(604) 940-6012
(Registrant’s telephone number, including area code)
(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 Shares, without par value | VFF | The Nasdaq Stock Market LLC |
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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On July 1, 2020, Village Farms International, Inc. (“Village Farms” or the “Company”) announced that its majority-owned joint venture, Pure Sunfarms Corp. (“Pure Sunfarms”), further expanded its credit facility (the “PSF Credit Facility”) with the lending syndicate led by Bank of Montreal and including Farm Credit Canada and the addition of CIBC, to its full CA$59 million capacity with the completion of the PSF Credit Facility’s accordion feature. The PSF Credit Facility now consists of a CA$15.0 million revolving operating loan and a $25.0 million term loan (the “New Term Loan”), in addition to its existing CA$19.0 million loan (the “Existing Loan”). The Company is not a party to the PSF Credit Facility but has guaranteed up to CA$10.0 million of indebtedness under the PSF Credit Facility, which may be called upon a payment default by Pure Sunfarms. The New Term Loan is specifically designated for the 1.1 million square foot Delta 2 greenhouse while the Existing Term Loan is specifically designated for the 1.1 million square foot Delta 3 greenhouse facility. Each of the components of the PSF Credit Facility, including the Existing Term Loan, mature on February 7, 2022.
| Item 7.01 | Regulation FD Disclosure |
On July 1, 2020, the Company issued a press release announcing the expanded PSF Credit Facility as described above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
This information furnished pursuant to this Item 7.01, including exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated July 1, 2020. |
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.
Date: July 7, 2020
| Village Farms International, Inc. | ||
| By: | /s/ Stephen C. Ruffini | |
| Name: | Stephen C. Ruffini | |
| Title: | Executive Vice President and Chief Financial Officer | |