8-K
filed November 9, 2022, 6:59 PM ET
ticker LAND
CIK 0001495240
debt
confidence high
sentiment neutral
materiality 0.55
Gladstone Land files for $200M public offering of 5.00% Series E Preferred Stock at $25/share
GLADSTONE LAND Corp
- Up to 8M shares of Series E Cumulative Redeemable Preferred Stock offered at $25.00/share; $200M gross proceeds expected.
- Net proceeds of ~$175M after 7% selling commissions and 3% dealer manager fee; affiliate Gladstone Securities acts as dealer manager.
- Offering on reasonable best-efforts basis; terminates Dec 31, 2025 or when all shares sold.
- Company intends to list Series E Preferred on Nasdaq within one year of termination; no current public market.
- Articles supplementary filed to reclassify 16.7M shares of unissued Series C & D Preferred and common as Series E Preferred.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GLADSTONE LAND Corp: Company filed Articles Supplementary to reclassify shares of Series C Preferred Stock and Series D Term Preferred Stock as additional shares of Common Stock, and filed separate Articles Supplementary to establish Series E Preferred Stock by reclassifying Common Stock shares (effective 2022-11-09).
- Change
- charter amendment
- Effective
- 2022-11-09
Exact text from the filing
On November 9, 2022, the Company filed Articles Supplementary (the "Reclassification Articles Supplementary") with the State Department of Assessments and Taxation of Maryland, pursuant to which the Board reclassified and designated 15,551,347 shares of authorized but unissued Series C Preferred Stock and 1,185,000 shares of authorized but unissued 5.00% Series D Cumulative Term Preferred Stock ("Series D Term Preferred Stock") as additional shares of Common Stock.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GLADSTONE LAND Corp entered into Sixth Amendment to its First Amended and Restated Agreement of Limited Partnership (effective 2022-11-09).
- Action
- entry
- Effective
- 2022-11-09
Exact text from the filing
On November 9, 2022, Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership controlled by the Company through its ownership of Gladstone Land Partners, LLC, the general partner of the Operating Partnership, adopted the Sixth Amendment to its First Amended and Restated Agreement of Limited Partnership, including Exhibit SE thereto (collectively, the “Amendment”), as amended from time to time, establishing the rights, privileges and preferences of 5.00% Series E Cumulative Redeemable Preferred Units, a newly-designated class of limited partnership interests (the “Series E Preferred Units”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GLADSTONE LAND Corp entered into Second Amendment to the Amended and Restated Escrow Agreement with UMB Bank, National Association (effective 2022-11-09).
- Action
- entry
- Counterparty
- UMB Bank, National Association
- Effective
- 2022-11-09
Exact text from the filing
On November 9, 2022, the Company entered into the Second Amendment to the Amended and Restated Escrow Agreement (the “Escrow Agreement Amendment”) with UMB Bank, National Association, a national banking association (the “Escrow Agent”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
GLADSTONE LAND Corp entered into Dealer Manager Agreement with Gladstone Securities, LLC valued at selling commissions of 7.0% of the gross proceeds from sales of Series E Preferred Stock in the Offe (effective 2022-11-09).
- Action
- entry
- Counterparty
- Gladstone Securities, LLC
- Value
- selling commissions of 7.0% of the gross proceeds from sales of Series E Preferred Stock in the Offe
- Effective
- 2022-11-09
Exact text from the filing
On November 9, 2022, Gladstone Land Corporation, a Maryland corporation (the “Company”), entered into a dealer manager agreement (the “Dealer Manager Agreement”), with Gladstone Securities, LLC, a Connecticut limited liability company and affiliate of the Company (the “Dealer Manager”), whereby the Dealer Manager will serve as the Company’s exclusive dealer manager in connection with the Company’s offering (the “Offering”) of up to 8,000,000 shares of 5.00% Series E Cumulative Redeemable Preferred Stock of the Company, par value $0.001 per share (the “Series E Preferred Stock”), on a “reasonable best efforts” basis (the “Offering”).
View on SEC.gov
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