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Investment Structure Deep Dive

Updated: Feb 1, 2023




OVERVIEW


Our investments enable outsized returns relative to farmland’s historic performance due to our differentiated structure. In the Farmland Capital structure:

  • Farmland investors invest in a minority portion of the equity value of the farm. Investing in a certain percentage of the farm grants participation in a much larger percentage of the farm’s change in value

  • The farmer retains majority ownership of the farm’s equity, makes all management decisions, and pays all expenses associated with operating the farm

  • In exchange for a larger portion of the farm’s appreciation, the farmer receives 100% of the farm’s cash flows during the period of the investment


This structure balances returns for both sides, targeting gross IRRs of 13-16% for both the farmer and investor, and ensuring that incentives are aligned for all parties:

  • For the investor, receiving a larger portion of the farm’s appreciation multiplies the return on appreciation. According to the USDA, historical land appreciation is 6%, and that multiplication brings the IRR to 13-16% (depending on amount and term of investment). For the farmer, the combination of farm profit and appreciation on their farm also leads to meaningful returns

  • Investor returns are based on the entry price and the appreciation of the farm. Should farm values decline, investors can be protected by a floor in some situations and in others can participate in the farm value's decline with the farmer, which would result in a loss to the investor.



Our structure maximizes returns for the investor by optimizing the largest contributor of historical farmland returns: land appreciation. Because Farmland Capital was designed with both investors and farmers in mind, with a structure that aims to deliver equitable returns for both sides, investors and farmers are aligned in building value for the long-term. The technical structure we use to formalize this accelerated appreciation for the investor is through an option agreement.



Option Structure


With an up-front investment in 15% of the farm’s value, the investor is entitled to roughly 47% of farm value appreciation. This share of value at the time of exit is specified as the designated percentage and defines the total option cost, only a portion of which is paid upfront. This structure enables the investor to maximize the return on appreciation, while minimizing the initial capital contribution. From the farmer perspective, that initial investment (or co-investment) is funded to the farmer for their financial needs. From the option structure perspective, it is the advance payment that entitles the investor to a larger portion of the investment gain, as the investor’s total option cost is typically based on a risk-adjusted farm value.



Investment return specifics


At the time of buyout, investor returns consist of any gains on that proportion of value that the investor is designated, less the total option cost. See chart below for the mechanics at both the transaction close and at the time of the farmer buy-out:


* Assumes average 5.9% appreciation each year and 10 year hold period


An analogous structure is to an employee stock option, where option holders have the option to purchase equity at a competitive value relative to the current market rate. In the Farmland Capital structure, the option holder prepays a portion of the option price, and only pays the remaining portion of the option price at the time of the farmer's buyout, improving the likelihood of capturing the farm's appreciation and protecting the investor in a downside scenario.


The investment structure has a six year expected duration, with a maximum ten year return, based on historical farmer refinancing cadences. When the farmer buys out the investor, the farm is reappraised by a third party. That reappraisal value determines the basis of investor returns. Because the investment is structured as an option, the investor only receives cash flows once the option is exercised. It is expected that annually 5-10% of the options will be bought out by farmers (based on similar metrics in the real estate space). Additionally, because farmers refinance their capital structures every 5-6 years on average, we do not expect the average farmer to keep the option agreement outstanding for all ten years.


In our GP/LP structure, the LP is the option holder with investors contributing capital to the LP to fund the option agreement. The GP is controlled by FBN Finance, LLC and the management company is FBN Finance, LLC, which will make all investment decisions. The option is recorded and secured by a Mortgage or Deed of Trust. This structure has been time-tested in in the residential real estate space for over 15 years.



Risk mitigation


Farmland downside protection:

  • Farmland has inherent value, capacity to grow multiple commodities, as well as zero vacancy. It is insulated from operational risk (taken by farmer) and mitigated by crop insurance that protects farmer’s revenue

  • In recent times (since 1940), large farmland declines only happened in the 1980’s, when US Farmland appreciated 3.7x in 10 years and then corrected to 2.7x (down 27% from peak), according to USDA values. We do not believe we are in circumstances similar to the 1980s, as farmland income / value ratios imply fair values

  • In the 80’s farm income / value ratios reached historic lows relative to interest rates. As of last USDA data release, farm income / value ratios are in line with interest rates


Structural considerations:

  • Farmland Capital is underwritten so that a farmer can build enough equity in their property to refinance within 6 years, on average. In the case a farmer can not buy out the option, the farm can be sold at the end of the term to generate liquidity (or most likely a portion of the farm)

  • Farmland Capital invests at the lower of purchase price or appraised value (both risk-adjusted) and participates alongside the farmer in appreciation and depreciation of the farmland value. Price floors are in place during the initial years to avoid volatility

  • Farmers are screened for credit quality and farms are selected based on potential performance and in liquid markets where buyers are present and transaction comparables are common

  • In the case a farmer defaults on their loan, debt payments can be covered to keep the loan from defaulting while starting an orderly sale of the property, preventing foreclosure

  • To avoid a forced sale at year ten in a down market, the GP may elect to extend the option term by up to three years



Disclaimers

This Investor presentation has been prepared for investors, solely for informational purposes. The information contained herein has been prepared to assist prospective investors in making their own evaluation and does not purport to be all-inclusive or to contain all of the information a prospective or existing investor may desire. In all cases, interested parties should conduct their own investigation and analysis on this information. FBN makes no representation or warranty as to the accuracy or completeness of this information and shall not have any liability for any representations (expressed or implied) regarding information contained in, or for any omissions from, this information or any other written or oral communications transmitted to the recipient in the course of its evaluation. This Information includes certain statements and estimates provided by FBN with respect to the projected future performance. Such statements, estimates and projections reflect various assumptions by management concerning possible anticipated results, which assumptions may or may not be correct. No representations are made as to the accuracy of such statements, estimates or projections.


Prospective investors will be expected to have conducted their own due diligence investigation regarding these and all other matters. This presentation may contain statements that are not historical facts, referred to as “forward looking statements,” actual future results may differ materially from those suggested by such statements.


Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections are forward looking statements and may not reflect actual future performance. All investments involve risk and may result in loss.


Copyright © 2014-2023 Farmer's Business Network, Inc. All rights Reserved. The sprout logo, "Farmers Business Network", and "FBN" are registered trademarks or service marks of Farmer's Business Network, Inc. All other trademarks are the property of their respective owners.


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