Item 1.01 Entry Into a Material Definitive Agreement.
Underwriting Agreement
On June 21, 2021, Gladstone Commercial Corporation (the "Company"), a Maryland
corporation, and its operating partnership, Gladstone Commercial Limited
Partnership (the "Operating Partnership"), a Delaware limited partnership
controlled by the Company through its ownership of GCLP Business Trust II, the
general partner of the Operating Partnership, entered into an underwriting
agreement (the "Underwriting Agreement") with Stifel, Nicolaus & Company,
Incorporated, Goldman Sachs & Co. LLC and B. Riley Securities, Inc. as
representatives of the several underwriters named in Schedule A annexed thereto
(the "Underwriters"). Pursuant to the terms and conditions of the Underwriting
Agreement, the Company agreed to sell a total of 4,000,000 shares of its newly
designated 6.00% Series G Cumulative Redeemable Preferred Stock, par value
$0.001 per share, with a liquidation preference of $25.00 per share (the "Series
G Preferred Stock"). The shares of Series G Preferred Stock are being offered
and sold pursuant to a prospectus supplement dated June 21, 2021, and a base
prospectus dated February 11, 2020, which are part of the Company's effective
shelf registration statement on Form S-3 (File No. 333-236143). The Company
expects the transaction to close on or about June 28, 2021. Net proceeds from
the offering will be approximately $96.7 million after deducting the
underwriting discounts and commissions and other estimated offering expenses
payable by the Company. The Company intends to use the net proceeds from the
offering to fund the optional redemption of all of the outstanding shares of its
7.00% Series D Cumulative Redeemable Preferred Stock, with any remaining
proceeds to repay a portion of the indebtedness outstanding under the Company's
credit facility and for other general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, conditions to closing, indemnification rights and
obligations of the parties and termination provisions. The foregoing summary of
the Underwriting Agreement is only a brief description of certain terms therein,
does not purport to be a complete description of the rights and obligations of
the parties thereto, and is qualified in its entirety by reference to the
Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Amendment to Operating Partnership Agreement
On June 23, 2021, the Operating Partnership adopted the Third Amendment to its
Second Amended and Restated Agreement of Limited Partnership, including Exhibit
SGP thereto (collectively, the "Amendment"), as amended from time to time,
establishing the rights, privileges and preferences of 6.00% Series G Cumulative
Redeemable Preferred Units, a newly-designated class of limited partnership
interests (the "Series G Preferred Units"). The Amendment provides for the
Operating Partnership's establishment and issuance of an equal number of Series
G Preferred Units as are issued shares of Series G Preferred Stock by the
Company in connection with the offering of Series G Preferred Stock upon the
Company's contribution to the Operating Partnership of the net proceeds of the
offering of Series G Preferred Stock. Generally, the Series G Preferred Units
provided for under the Amendment have preferences, distribution rights and other
provisions substantially equivalent to those of the Series G Preferred Stock.
The foregoing description of the Amendment is a summary and is qualified in its
entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modifications to Rights of Security Holders.
On June 23, 2021, the Company filed with the State Department of Assessments and
Taxation of Maryland the Articles Supplementary (the "Articles Supplementary")
(i) setting forth the rights, preferences and terms of the Series G Preferred
Stock and (ii) reclassifying and designating 4,000,000 shares of the Company's
authorized and unissued shares of Common Stock as shares of Series G Preferred
Stock. The reclassification decreased the number of shares classified as Common
Stock from 60,290,000 shares immediately prior to the reclassification to
56,290,000 shares immediately after the reclassification. The foregoing
description of the Articles Supplementary is qualified in its entirety by
reference to the Articles Supplementary, a copy of which is filed as Exhibit 3.1
to this Form 8-K and incorporated herein by reference.
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After giving effect to the filing of the Articles Supplementary on June 23,
2021, the authorized capital stock of the Company consists of 56,290,000 shares
of Common Stock, 950,000 shares of Senior Common Stock, 6,000,000 shares of
Series D Preferred Stock, 6,760,000 shares of Series E Preferred Stock,
26,000,000 shares of Series F Preferred Stock, and 4,000,000 shares of Series G
Preferred Stock.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 3.03 above with respect to the Articles
Supplementary is incorporated in this Item 5.03 in its entirety.
Item 7.01 Regulation FD Disclosure.
On June 21, 2021, the Company issued a press release (the "Press Release")
announcing the pricing of the offering of the Series G Preferred Stock. A copy
of the Press Release is attached hereto as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
Pursuant to the rules and regulations of the SEC, the information in this Item
7.01 disclosure, including Exhibit 99.1 and information set forth therein, is
deemed to have been furnished and shall not be deemed to be "filed" under the
Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement, dated as of June 21, 2021, by and among Gladstone
Commercial Corporation, Gladstone Commercial Limited Partnership and
Stifel, Nicolaus & Company, Incorporated, Goldman Sachs & Co. LLC, and B.
Riley Securities, Inc. as representatives of the Underwriters.
3.1 Articles Supplementary for 6.00% Series G Cumulative Redeemable Preferred
Stock.
4.1 Form of Certificate for 6.00% Series G Cumulative Redeemable Preferred
Stock.
5.1 Opinion of Venable LLP.
8.1 Tax Opinion of Bass, Berry & Sims PLC.
10.1 Third Amendment to the Second Amended and Restated Agreement of Limited
Partnership of Gladstone Commercial Limited Partnership, including Exhibit
SGP thereto.
23.1 Consent of Venable LLP (included in Exhibit 5.1).
23.2 Consent of Bass, Berry & Sims, PLC (included in Exhibit 8.1).
99.1 Press Release, dated June 21, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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