Item 1.01. Entry into a Material Definitive Agreement.
Dealer Manager Agreement
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Under the Dealer Manager Agreement, the Dealer Manager will provide certain sales, promotional and marketing services to the Company in connection with the Offering, and the Company will pay the Dealer Manager (i) selling commissions of 7.0% of the gross proceeds from sales of Series E Preferred Stock in the Offering (the "Selling Commissions"), and (ii) a dealer manager fee of 3.0% of the gross proceeds from sales of Series E Preferred Stock in the Offering (the "Dealer Manager Fee"). The Dealer Manager may, in its sole discretion, reallow a portion of the Dealer Manager Fee to participating broker-dealers in support of the Offering.
The terms of the Dealer Manager Agreement were approved by the Company's board of directors (the "Board"), including all of its independent directors.
Pursuant to the Dealer Manager Agreement, the Company has agreed to indemnify the Dealer Manager and participating broker-dealers, and the Dealer Manager has agreed to indemnify the Company, against certain losses, claims, damages and liabilities, including but not limited to those arising out of (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or in the prospectus, (ii) the omission or alleged omission to state in the Registration Statement (including the prospectus as a part thereof) or any post-effective amendment thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact contained in the prospectus or the omission or alleged omission to state therein a material act required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The foregoing description of the Dealer Manager Agreement is a summary and is qualified in its entirety by the terms of the Dealer Manager Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
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Amendment to Operating Partnership Agreement
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The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Second Amendment to Amended and Restated Escrow Agreement
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The foregoing description of the Escrow Agreement Amendment is a summary and is qualified in its entirety by the terms of the Escrow Agreement Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 3.03. Material Modification to Rights of Security Holders.
The authorization and issuance of the Series E Preferred Stock, pursuant to the
Series E Articles Supplementary (as defined below) materially impacts the rights
of the holders of the Company's common stock, par value
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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Supplementary did not increase the Company's authorized shares of capital stock. The foregoing description of the Reclassification Articles Supplementary is a summary and is qualified in its entirety by the terms of the Reclassification Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
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Dividends
Investors will be entitled to receive preferential cumulative cash dividends on
the Series E Preferred Stock at a rate of 5.00% per annum of the Liquidation
Preference (equivalent to
Redemption at Option of the Company
The Company may not redeem the Series E Preferred Stock prior to the earlier of
(i) the first anniversary of the Termination Date (as defined in the Series E
Articles Supplementary) and (ii)
Redemption at Option of Stockholders
Commencing on the date of original issuance (or, if after the date of original
issuance the Board suspends the optional redemption right of the holders of
Series E Preferred Stock, on the date the Board reinstates such right) and
terminating on the earlier to occur of (i) the date upon which the Board, by
resolution, suspends or terminates the optional redemption right of the holders
of Series E Preferred Stock, and (ii) the date on which shares of Series E
Preferred Stock are listed on a national securities exchange, holders of Series
E Preferred Stock may, at their option, require the Company to redeem, on the
tenth calendar day following delivery of a Stockholder Redemption Notice (as
defined in the Series E Articles Supplementary), or, if such tenth calendar day
is not a business day, on the next succeeding business day, any or all of their
shares of Series E Preferred Stock at a redemption price per share of Series E
Preferred Stock equal to
Liquidation Preference
In the event of any liquidation, dissolution or winding up of the Company's affairs, holders of the Series E Preferred Stock will have the right to receive the Liquidation Preference, plus any accumulated and unpaid dividends up to but excluding the date of payment, but without interest, before any payment is made to the holders of Common Stock or any other class or series of capital stock ranking junior to the Series E Preferred Stock.
Voting Rights
Holders of the Series E Preferred Stock will generally have no voting rights. However, if dividends on any shares of Series E Preferred Stock are in arrears for 18 or more consecutive months, then holders of the Series E Preferred Stock (voting together as a single class) will have the right to elect two additional directors to serve on the Board until such dividend arrearage is eliminated. Further, the designations, rights, preferences, privileges or limitations with respect to the Series E Preferred Stock may not be changed in a manner that would be materially adverse to the rights of holders of the Series E Preferred Stock without the affirmative vote of at least two-thirds of the shares of Series E Preferred Stock then outstanding.
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The foregoing description of the Series E Articles Supplementary is a summary and is qualified in its entirety by the terms of the Series E Articles Supplementary, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
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Pursuant to the rules and regulations of the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Dealer Manager Agreement, dated as ofNovember 9, 2022 , by and betweenGladstone Land Corporation andGladstone Securities, LLC . 3.1 Articles Supplementary 3.2 Articles Supplementary for 5.00% Series E Cumulative Redeemable Preferred Stock. 4.1 Form of Certificate for 5.00% Series E Cumulative Redeemable Preferred Stock. 5.1 Opinion ofVenable LLP . 8.1 Tax Opinion ofBass, Berry & Sims PLC . 10.1 Sixth Amendment to the First Amended and Restated Agreement of Limited Partnership ofGladstone Land Limited Partnership , including Exhibit SE thereto. 10.2 Second Amendment to the Escrow Agreement, dated as ofNovember 9, 2022 , by and betweenGladstone Land Corporation andUMB Bank, National Association . 23.1 Consent ofVenable LLP (included in Exhibit 5.1). 23.2 Consent ofBass, Berry & Sims PLC (included in Exhibit 8.1). 99.1 Press Release, datedNovember 9, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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