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EX-99.1 - EX-99.1 - Village Farms International, Inc.d939335dex991.htm





Washington, D.C. 20549







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




(Exact name of registrant as specified in its charter)




Canada   001-38783   98-1007671

(State or Other Jurisdiction

of Incorporation)



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





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.




99.1    Press Release dated July 1, 2020.


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.

/s/ Stephen C. Ruffini

Name:   Stephen C. Ruffini
Title:   Executive Vice President and Chief Financial Officer