UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)1
Farmer Bros. Co.
(Name
of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
307675108
(CUSIP Number)
JAMES C. PAPPAS
JCP INVESTMENT MANAGEMENT, LLC
1177 West Loop South, Suite 1320
Houston, TX 77027
(713) 333-5540
RYAN NEBEL
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 7, 2023
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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JCP Investment Partnership, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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TEXAS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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671,955 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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671,955 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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671,955 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.5%* |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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* Percentage based on 19,279,970 Shares outstanding
as of October 1, 2023, as disclosed in the Issuer’s Amended Annual Report on Form 10-K/A filed with the Securities and Exchange
Commission on October 27, 2023.
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1 |
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NAME OF REPORTING PERSON |
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JCP Investment Partners, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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TEXAS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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671,955 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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671,955 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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671,955 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.5%* |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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* Percentage based on 19,279,970 Shares outstanding
as of October 1, 2023, as disclosed in the Issuer’s Amended Annual Report on Form 10-K/A filed with the Securities and Exchange
Commission on October 27, 2023.
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1 |
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NAME OF REPORTING PERSON |
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JCP Investment Holdings, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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TEXAS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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671,955 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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671,955 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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671,955 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.5%* |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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* Percentage based on 19,279,970 Shares outstanding
as of October 1, 2023, as disclosed in the Issuer’s Amended Annual Report on Form 10-K/A filed with the Securities and Exchange
Commission on October 27, 2023.
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1 |
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NAME OF REPORTING PERSON |
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JCP Investment Management, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF, OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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TEXAS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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992,826 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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992,826 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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992,826 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.1%* |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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* Percentage based on 19,279,970 Shares outstanding as of October 1, 2023,
as disclosed in the Issuer’s Amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on October 27,
2023.
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1 |
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NAME OF REPORTING PERSON |
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James C. Pappas |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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992,826 |
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OWNED BY |
|
8 |
|
SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
|
9 |
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SOLE DISPOSITIVE POWER |
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992,826 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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992,826 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.1%* |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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* Percentage based on 19,279,970 Shares outstanding as of October 1, 2023,
as disclosed in the Issuer’s Amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on October 27,
2023.
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1 |
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NAME OF REPORTING PERSON |
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Troy A. Ellis |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☒ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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- 0 - |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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Emily K. Keeton |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☒ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
|
8 |
|
SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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- 0 - |
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12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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NAME OF REPORTING PERSON |
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David R. Tresko |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☒ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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- 0 - |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended
to add the following:
In connection with the entry
into the Letter Agreement, as defined and described in Item 4 below, the Group Agreement (as defined in Amendment No. 3 to the Schedule
13D) was terminated. Accordingly, Troy A. Ellis, Emily K. Keeton and David R. Tresko are no longer members of a Section 13(d) group and
shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 4 to the Schedule 13D, and JCP (as defined in Amendment
No. 3 to Schedule 13D) is no longer a member of a Section 13(d) group with the 22NW Parties (as defined in Amendment No. 3 to the Schedule
13D). JCP will continue filing statements on Schedule 13D with respect to its beneficial ownership of securities of the Issuer to the
extent required by applicable law. The members of JCP have entered into a Joint Filing Agreement, as further described in Item 6 below.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On November 7, 2023, JCP
and the 22NW Parties entered into a Letter Agreement (the “Letter Agreement”) with the Issuer. Pursuant to the Letter Agreement,
the Issuer agreed, among other things, to accept the notice submitted by Alfred Poe stating his decision not to stand for re-election
as a director at the Issuer’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”). The Issuer also agreed
to nominate Stacy Loretz-Congdon, David A. Pace, Bradley L. Radoff, Waheed Zaman and the Issuer’s Chief Executive Officer for election
by stockholders at the 2023 Annual Meeting, each with a term expiring at the Issuer’s 2024 annual meeting of stockholders.
Pursuant to the Letter Agreement,
the Issuer further agreed that the Nominating and Corporate Governance Committee of the Issuer’s Board of Directors (the “Board”)
shall identify independent and qualified candidates for the Board, from which the Board will either: (a) nominate one additional candidate
(the “New Director”) for election by stockholders at the 2023 Annual Meeting as a director or (b) appoint the New Director
to the Board as soon as practicable following the 2023 Annual Meeting; provided, however, that the Issuer shall consult with JCP and 22NW
(as defined in Amendment No. 3 to the Schedule 13D) regarding the selection of the New Director and consider their views in good faith.
The Letter Agreement further provides that, promptly following the appointment or election of the New Director, as the case may be, the
Board shall (i) fix the size of the Board at six members and (ii) elect the New Director as the Chairman of the Board.
Upon the execution of the
Letter Agreement, JCP irrevocably withdrew its notice of stockholder nomination of three individuals for election as directors at the
2023 Annual Meeting. The Letter Agreement will terminate on the date the New Director is appointed or elected to the Board, as applicable.
The foregoing description
of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
On November 7, 2023, JCP,
the 22NW Parties and the Issuer entered into the Letter Agreement as defined and described in Item 4 above and attached as Exhibit 99.1
hereto.
On November 9, 2023, the
members of JCP entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of the Joint Filing Agreement
is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended
to add the following exhibits:
| 99.1 | Letter Agreement, dated November 7, 2023. |
| 99.2 | Joint Filing Agreement, dated November 9, 2023. |
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: November 9, 2023
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JCP Investment Partnership, LP |
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By: |
JCP Investment Management, LLC
Investment Manager |
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By: |
/s/ James C. Pappas |
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Name: |
James C. Pappas |
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Title: |
Managing Member |
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JCP Investment Partners, LP |
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By: |
JCP Investment Holdings, LLC
General Partner |
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By: |
/s/ James C. Pappas |
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Name: |
James C. Pappas |
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Title: |
Sole Member |
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JCP Investment Holdings, LLC |
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By: |
/s/ James C. Pappas |
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Name: |
James C. Pappas |
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Title: |
Sole Member |
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JCP Investment Management, LLC |
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By: |
/s/ James C. Pappas |
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Name: |
James C. Pappas |
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Title: |
Managing Member |
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/s/ James C. Pappas |
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James C. Pappas
Individually and as attorney-in-fact for Troy A. Ellis, Emily K. Keeton
and David R. Tresko |
Exhibit 99.1
Execution Version
November 7, 2023
JCP Investment Partnership, LP |
22NW, LP |
1177 West Loop South, Suite 1320 |
590 1st Ave. S, Unit C1 |
Houston, Texas 77027 |
Seattle, Washington 98104 |
Attn: James C. Pappas |
Attn: Aron R. English |
Email: jcp@jcpinv.com |
Email: english@englishcap.com |
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
| Attn: | Ryan Nebel
Rebecca Van Derlaske |
| Email: | rnebel@olshanlaw.com
rvanderlaske@olshanlaw.com |
Dear Messrs. Pappas and English:
This letter agreement is intended
to memorialize the understandings and agreements that we have reached with JCP Investment Partnership, LP (collectively with JCP Investment
Partners, LP, JCP Investment Holdings, LLC, JCP Investment Management, LLC and James C. Pappas, “JCP”), 22NW, LP
(collectively with 22NW Fund, LP, 22NW Fund GP, LLC, 22NW GP, Inc. and Aron R. English, “22NW”) and Bryson O. Hirai-Hadley
relating to, among other things, (i) the composition of the Board of Directors (the “Board”) of Farmer Bros. Co., a
Delaware corporation (the “Company”) and (ii) JCP’s notice to the Company, dated October 13, 2023 (the “Nomination
Notice”), of its intent to nominate three candidates for election to the Board at the 2023 Annual Meeting of Stockholders (the
“2023 Annual Meeting”).
In consideration of the promises,
representations and mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company, JCP and 22NW have successfully reached the following agreements:
1.
Promptly following the execution of this letter agreement, the (i) Company shall accept the notice submitted immediately prior
to the execution of this letter agreement by Alfred Poe stating his decision not to stand for re-election as a director at the 2023 Annual
Meeting; provided, that Mr. Poe will serve out the rest of his term as a director on the Board, which will expire as of immediately
prior to the 2023 Annual Meeting; (ii) Board shall nominate Stacy Loretz-Congdon, David A. Pace, Bradley L. Radoff, Waheed Zaman and the
Company’s Chief Executive Officer for election by stockholders at the 2023 Annual Meeting, each with a term expiring at the 2024
Annual Meeting of Stockholders; and (iii) Nominating and Corporate Governance Committee of the Board shall identify independent and qualified
candidates for the Board, from which, subject to the Company’s policies and the satisfaction of the Nasdaq rules, the Board will
either: (a) nominate one additional candidate (the “New Director”) for election by stockholders at the 2023 Annual
Meeting as a director or (b) appoint the New Director to the Board as soon as practicable following the 2023 Annual Meeting; provided,
however, that the Company shall consult with JCP and 22NW regarding the selection of the New Director and consider their views
in good faith.
2.
Promptly following the appointment or election of the New Director, as the case may be, the Board shall take all necessary actions
to (i) fix the size of the Board at six members; provided, however, the Board may increase the size of the Board if it believes
in good faith that it is necessary to add directors with specific skills to the Board; and (ii) elect the New Director as the Chairman
of the Board.
3.
Effective upon execution of this letter agreement, JCP shall irrevocably withdraw the Nomination Notice (with this letter agreement
deemed to evidence such withdrawal).
4.
No later than four business days following the execution of this letter agreement, the Company shall file with the U.S. Securities
and Exchange Commission (the “SEC”) a Current Report on Form 8-K reporting its entry into this letter agreement and
appending this letter agreement as an exhibit thereto. No later than two business days following the execution of this letter agreement,
each of JCP and 22NW shall file with the SEC an amendment to its respective Schedule 13D reporting its entry into this letter agreement
and appending this letter agreement as an exhibit thereto. Each party shall provide the other parties with a reasonable opportunity to
review and comment on its applicable SEC filing prior to such respective report or schedule being filed and consider in good faith any
comments of the other parties.
5.
The term of this letter agreement will commence on the date hereof and will terminate on the date the New Director is appointed
or elected to the Board, as applicable.
6.
Each party acknowledges and agrees that irreparable harm to the other parties may occur in the event any of the provisions of this
letter agreement are not performed in accordance with their specific terms or are otherwise breached and that such injury would not be
adequately compensable by the remedies available at law (including, without limitation, the payment of money damages). Accordingly, each
party will be entitled to specifically enforce the covenants and other agreements of the other parties contained in this letter agreement
and to obtain injunctive relief restraining the other parties from breaching or threatening to breach this letter agreement, and the other
parties will not take action, directly or indirectly, in opposition to the party seeking such relief on the grounds that any other remedy
or relief is available at law or in equity. The parties further agree to waive any requirement for the security or posting of any bond
in connection with any such relief. The prevailing party that obtains a final, non-appealable order shall be entitled to recover its fees
and expenses incurred with respect to any action from the non-prevailing party. The remedies available pursuant to this Paragraph 6
shall not be deemed to be the exclusive remedies for a breach of this letter agreement but shall be in addition to all other remedies
available at law or equity.
7.
Each party represents and warrants that it is duly authorized and has legal capacity to execute and deliver this letter agreement.
Each party represents and warrants to the other parties that the execution and delivery of this letter agreement and the performance of
such party’s obligations hereunder have been duly authorized and that this letter agreement is a valid and legal agreement binding
on such party and enforceable in accordance with its terms.
8.
Any notices required or permitted to be given under this letter agreement shall be in writing and shall be delivered by certified
mail, overnight courier or electronic mail with confirmation of receipt to the addresses specified on the signature page of this letter
agreement.
9.
This letter agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement. Signatures to this letter agreement transmitted by electronic mail shall have the
same effect as physical delivery of the paper document bearing the original signature. No modifications of this letter agreement can be
made except in writing signed by each of the parties.
10.
If any provision of this letter agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Any provision held invalid or unenforceable
only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree
to replace such invalid or unenforceable provision with a valid and enforceable provision that will achieve, to the extent possible, the
purposes of such invalid or unenforceable provision.
11.
This letter agreement and all disputes or controversies out of or related to this letter agreement shall be deemed to be made under
the laws of the State of Delaware and for all purposes shall be governed by, and construed in accordance with, the laws of such State
applicable to contracts to be made and performed entirely within such State, without reference to conflicts of laws principles.
If the foregoing accurately sets
forth our agreements, please sign this letter agreement as indicated below.
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Sincerely, |
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FARMER BROS. CO. |
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By: |
/s/ John E. Moore III |
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Name: |
John E. Moore III |
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Title: |
Interim Chief Executive Officer |
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Address for Notices for the Company:
Farmer Bros. Co.
1912 Farmer Brothers Drive
Northlake, Texas 76262
Attn: General Counsel
Email: LegalDepartment@farmerbros.com |
Signature Page to Letter Agreement
ACKNOWLEDGED AND AGREED |
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As of the date written above: |
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/s/ James C. Pappas |
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James C. Pappas, Individually and on behalf of JCP Investment Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC and JCP Investment Management, LLC, in his appropriate capacity for each entity |
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Address for Notices for JCP:
1177 West Loop South, Suite 1320
Houston, Texas 77027
Attn: James C. Pappas
Email: jcp@jcpinv.com |
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/s/ Aron R. English |
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Aron R. English, Individually and on behalf of 22NW, LP, 22NW Fund, LP, 22NW Fund GP, LLC and 22NW GP, Inc., in his appropriate capacity for each entity |
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/s/ Bryson O. Hirai-Hadley |
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Bryson O. Hirai-Hadley |
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Address for Notices for 22NW:
590 1st Ave. S, Unit C1
Seattle, Washington 98104
Attn: Aron R. English
Email: english@englishcap.com |
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Signature Page to Letter Agreement
Exhibit 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under
the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement
on Schedule 13D (including additional amendments thereto) with respect to the common stock, par value $1.00 per share, of Farmer Bros.
Co., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: November 9, 2023
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JCP Investment Partnership, LP |
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By: |
JCP Investment Management, LLC
Investment Manager |
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By: |
/s/ James C. Pappas |
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Name: |
James C. Pappas |
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Title: |
Managing Member |
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JCP Investment Partners, LP |
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By: |
JCP Investment Holdings, LLC
General Partner |
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By: |
/s/ James C. Pappas |
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Name: |
James C. Pappas |
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Title: |
Sole Member |
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JCP Investment Holdings, LLC |
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By: |
/s/ James C. Pappas |
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Name: |
James C. Pappas |
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Title: |
Sole Member |
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JCP Investment Management, LLC |
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By: |
/s/ James C. Pappas |
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Name: |
James C. Pappas |
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Title: |
Managing Member |
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/s/ James C. Pappas |
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James C. Pappas |
Farmer Brothers (NASDAQ:FARM)
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