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. 6)1
Farmer Bros. Co.
(Name
of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
307675108
(CUSIP Number)
Aron R. English
22NW, LP
590 1st Ave. S
Unit C1
Seattle, Washington 98104
(206) 227-3078
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
March 6, 2024
(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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22NW Fund, LP |
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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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4 |
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SOURCE OF FUNDS |
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WC |
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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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DELAWARE |
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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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1,955,526 |
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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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- 0 - |
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| PERSON WITH |
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SOLE DISPOSITIVE POWER |
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1,955,526 |
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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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1,955,526 |
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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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9.3%* |
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TYPE OF REPORTING PERSON |
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PN |
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* Percentage based on 21,074,434 Shares outstanding as of February 5, 2024,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2024.
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1 |
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NAME OF REPORTING PERSON |
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22NW, LP |
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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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OO |
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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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DELAWARE |
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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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1,955,526 |
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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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1,955,526 |
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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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1,955,526 |
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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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9.3%* |
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TYPE OF REPORTING PERSON |
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PN |
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* Percentage based on 21,074,434 Shares outstanding as of February 5, 2024,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2024.
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1 |
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NAME OF REPORTING PERSON |
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22NW Fund GP, 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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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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DELAWARE |
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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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1,955,526 |
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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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1,955,526 |
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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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1,955,526 |
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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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9.3%* |
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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 21,074,434 Shares outstanding as of February 5, 2024,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2024.
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1 |
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NAME OF REPORTING PERSON |
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22NW GP, Inc. |
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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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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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DELAWARE |
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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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1,955,526 |
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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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1,955,526 |
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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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1,955,526 |
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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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9.3%* |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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* Percentage based on 21,074,434 Shares outstanding as of February 5, 2024,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2024.
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1 |
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NAME OF REPORTING PERSON |
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Aron R. English |
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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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OO, PF |
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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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1,964,536 |
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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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1,964,536 |
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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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1,964,536 |
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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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9.3%* |
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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 21,074,434 Shares outstanding as of February 5, 2024,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2024.
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1 |
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NAME OF REPORTING PERSON |
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Bryson O. Hirai-Hadley |
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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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PF |
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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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1,261 |
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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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1,261 |
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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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| |
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1,261 |
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12 |
|
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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Less than 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 21,074,434 Shares outstanding as of February 5, 2024,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2024.
The following constitutes Amendment
No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically
set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On March 6, 2024, the Reporting
Persons and JCP (as defined in Amendment No. 4 to the Schedule 13D) entered into an Amendment to Letter Agreement (the “Amendment
to Letter Agreement”) with the Issuer. Pursuant to the Amendment to Letter Agreement, the parties to the Letter Agreement (as defined
in Amendment No. 5 to the Schedule 13D) modified the Letter Agreement by deleting Section 2(ii) thereof in its entirety. Other than as
modified thereby, the Letter Agreement will continue in effect and terminate in accordance with its terms.
The foregoing description
of the Amendment to Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment to
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 March 6, 2024, the Reporting
Persons, JCP and the Issuer entered into the Amendment to Letter Agreement as defined and described in Item 4 above and attached as Exhibit
99.1 hereto.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended
to add the following exhibit:
| 99.1 | Amendment to Letter Agreement, dated March 6, 2024. |
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: March 7, 2024
| |
22NW FUND, LP |
| |
|
| |
By: |
22NW Fund GP, LLC
General Partner |
| |
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| |
By: |
/s/ Aron R. English |
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|
Name: |
Aron R. English |
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|
Title: |
Manager |
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22NW, LP |
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By: |
22NW GP, Inc.
General Partner |
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By: |
/s/ Aron R. English |
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Name: |
Aron R. English |
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Title: |
President and Sole Shareholder |
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22NW FUND GP, LLC |
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By: |
/s/ Aron R. English |
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Name: |
Aron R. English |
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Title: |
Manager |
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22NW GP, INC. |
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By: |
/s/ Aron R. English |
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|
Name: |
Aron R. English |
| |
|
Title: |
President and Sole Shareholder |
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/s/ Aron R. English |
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ARON R. ENGLISH |
| |
/s/ Bryson O. Hirai-Hadley |
| |
BRYSON O. HIRAI-HADLEY |
Exhibit 99.1
March 6, 2024
JCP Investment Partnership, LP
1177 West Loop South, Suite 1320
Houston, TX 77027
22NW, LP
590 1st Ave. S, Unit C1
Seattle, WA 98104
| Email: | english@englishcap.com |
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
| Attn: | Ryan Nebel
Rebecca Van Derlaske |
| Email: | rnebel@olshanlaw.com
rvanderlaske@olshanlaw.com |
Re: Amendment to Letter Agreement
Dear Messrs. Pappas and English:
Reference is hereby made
to the letter agreement (the “letter agreement”), dated November 7, 2023, by and among Farmer Bros. Co. (the “Company”),
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., Aron R. English,
"22NW") and Bryson O. Hirai-Hadley. In accordance with Section 9 of the letter agreement, the parties to the letter agreement
hereby modify the letter agreement by deleting Section 2(ii) thereof in its entirety. Other than as modified hereby, the letter agreement
will continue in effect and terminate in accordance with its terms.
[Remainder of page intentionally left blank; signature
pages follow.]
IN WITNESS WHEREOF,
the undersigned has duly executed this amendment to the letter agreement as of the date first written above.
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COMPANY: |
| |
|
| |
FARMER BROS. CO. |
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|
| |
By: |
/s/ John E. Moore, III |
| |
|
Name: |
John E. Moore, III |
| |
|
Title: |
Chief Executive Officer |
| |
Address for Notices to the Company: |
| |
|
| |
Farmer Bros. Co. |
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1912 Farmer Brothers Drive |
| |
Northlake, TX 76262 |
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Attn: General Counsel |
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Email: LegalDepartment@farmerbros.com |
Signature Page to Amendment to Letter Agreement
IN WITNESS WHEREOF, the undersigned
has duly executed this amendment to the letter agreement as of the date first written above.
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JCP: |
| |
|
| |
/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 to JCP: |
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|
| |
1177 West Loop South, Suite 1320 |
| |
Houston, TX 77027 |
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Attn: James C. Pappas |
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Email: jcp@jcpinv.com |
Signature Page to Amendment to Letter Agreement
IN WITNESS WHEREOF, the undersigned
has duly executed this amendment to the letter agreement as of the date first written above.
| |
22NW: |
| |
|
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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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Address for Notices to 22NW: |
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|
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590 1st Ave. S, Unit C1 |
| |
Seattle, WA 98104 |
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Attn: Aron R. English |
| |
Email: english@englishcap.com |
Signature Page to Amendment to Letter Agreement
IN WITNESS WHEREOF,
the undersigned has duly executed this amendment to the letter agreement as of the date first written above.
| |
/s/ Bryson O. Hirai-Hadley |
| |
Bryson O. Hirai-Hadley |
Signature Page to Amendment to Letter Agreement
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