Item 1.01. Entry Into a Material Definitive Agreement.
Underwriting Agreement
On January 12, 2021, Gladstone Land Corporation (the "Company"), a Maryland
corporation, and its operating partnership, Gladstone Land Limited Partnership,
a wholly-owned, consolidated subsidiary of the Company and a Delaware limited
partnership (the "Operating Partnership"), entered into an underwriting
agreement (the "Underwriting Agreement") with Janney Montgomery Scott LLC, as
representative (the "Representative") of the underwriters (the "Underwriters")
named therein. Pursuant to the terms and conditions of the Underwriting
Agreement, the Company agreed to sell 2,100,000 shares of its newly-designated
5.00% Series D Cumulative Term Preferred Stock, par value $0.001 per share
("Series D Preferred Stock"), at a purchase price per share to the public of
$25.00. Pursuant to the Underwriting Agreement, the Company also granted the
Underwriters a 30-day option to purchase up to an additional 315,000 shares of
Series D Preferred Stock on the same terms and conditions, solely to cover
over-allotments, if any. The Series D Preferred Stock was offered and sold
pursuant to a prospectus supplement, dated January 12, 2021, and a base
prospectus, dated April 1, 2020, relating to the Company's effective shelf
registration statement on Form S-3 (File No. 333-236943). The Company expects
the transaction to close on January 19, 2021. Net proceeds from the offering
will be approximately $50.7 million (or approximately $58.4 million if the
Underwriters exercise their over-allotment option in full) 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
6.375% Series A Cumulative Term Preferred Stock, to fund property acquisitions
and to pay related property acquisition expenses, and for other general
corporate purposes. Such optional redemption will be contingent upon the closing
of the Company's Series D Preferred Stock offering.
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 the Underwriting
Agreement, 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 January 13, 2021, the Operating Partnership adopted the Fifth Amendment to
its First Amended and Restated Agreement of Limited Partnership, including
Exhibit SD thereto (collectively, the "Amendment"), as amended from time to
time, establishing the rights, privileges and preferences of 5.00% Series D
Cumulative Term Preferred Units, a newly-designated class of limited partnership
interests (the "Series D Preferred Units"). The Amendment provides for the
Operating Partnership's establishment and issuance of an equal number of Series
D Preferred Units as are issued shares of Series D Preferred Stock by the
Company in connection with the offering of Series D Preferred Stock upon the
Company's contribution to the Operating Partnership of the net proceeds of the
offering of Series D Preferred Stock. Generally, the Series D Preferred Units
provided for under the Amendment have preferences, distribution rights and other
provisions substantially equivalent to those of the Series D 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 January 13, 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 D Preferred Stock and (ii) reclassifying and designating 3,600,000 shares
of the Company's authorized and unissued shares of Common Stock as shares of
Series D Preferred Stock. The reclassification decreased the number of shares
classified as Common Stock from 65,543,935 shares immediately prior to the
reclassification to 61,943,935 shares immediately after the
reclassification. The foregoing description of the Articles Supplementary is a
summary and is qualified in its entirety by the terms of 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 January 13,
2021, the authorized capital stock of the Company consists of 61,943,935 shares
of Common Stock, 2,000,000 shares of Series A Preferred Stock, 6,456,065 shares
of Series B Preferred Stock, 26,000,000 shares of Series C Preferred Stock and
3,600,000 shares of Series D 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 into this Item 5.03 in its entirety.
Item 7.01. Regulation FD Disclosure.
On January 13, 2021, the Company issued a press release (the "Press Release")
announcing the pricing of the offering of the Series D 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.
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of January 12, 2021, by and among
Gladstone Land Corporation, Gladstone Land Limited Partnership and
Janney Montgomery Scott LLC.
3.1 Articles Supplementary for 5.00% Series D Cumulative Term Preferred
Stock.
4.1 Form of Certificate for 5.00% Series D Cumulative Term Preferred
Stock.
5.1 Opinion of Venable LLP regarding the legality of shares.
8.1 Tax Opinion of Bass, Berry & Sims PLC.
10.1 Fifth Amendment to the First Amended and Restated Agreement of
Limited Partnership of Gladstone Land Limited Partnership, including
Exhibit SD 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 January 13, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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