Gladstone Commercial Corporation (NASDAQ:GOOD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On July20, 2017, Gladstone Commercial Corporation (the “Company”), a Maryland corporation, and Gladstone Commercial Limited Partnership (the “Operating Partnership”), a Delaware limited partnership, entered into an underwriting agreement (the “Underwriting Agreement”) with Janney Montgomery Scott LLC, as representative of the several underwriters named in Schedule A annexed thereto (the “Underwriters”). to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 1,150,000 shares of its common stock, par value $0.001 per share, at a purchase price per share to the public of $20.52 per share (the “Offering”). to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 172,500 shares of common stock on the same terms and conditions. The common stock was offered and sold to a prospectus supplement, dated July20, 2017, and a base prospectus, dated February1, 2016, relating to the Company’s effective shelf registration statement on Form S-3 (File No.333-208953). The Company expects the transaction to close on or about July25, 2017. Net proceeds from the offering will be approximately $22.6million (or approximately $26million 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 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 description of the Underwriting Agreement set forth above 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.
| Item 1.01. | Regulation FD Disclosure. |
On July20, 2017, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of the Offering.
A copy of the Pricing Press Release is furnished herewith Exhibit 99.1 and is incorporated herein by reference. to the rules and regulations of the SEC, the information set forth in this Item 1.01 and in the attached exhibit is deemed to be furnished and shall not be deemed to be filed.
| Item 1.01. | Financial Statements and Exhibits. |
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Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated as of July20, 2017, by and among Gladstone Commercial Corporation, Gladstone Commercial Limited Partnership and Janney Montgomery Scott LLC, as representative of the several underwriters in Schedule A annexed thereto. |
| 5.1 | Opinion of Venable LLP regarding the legality of shares. |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1). |
| 99.1 | Press Release dated July20, 2017. |
GLADSTONE COMMERCIAL CORP ExhibitEX-1.1 2 d429586dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 1,…To view the full exhibit click here
About Gladstone Commercial Corporation (NASDAQ:GOOD)
Gladstone Commercial Corporation is a real estate investment trust (REIT). The Company focuses on acquiring, owning and managing office and industrial properties, and making long-term industrial and commercial mortgage loans. The Company’s portfolio of real estate is leased to a section of tenants ranging from small businesses to large public companies. The Company owns a total of approximately 100 properties across over 20 states. The Company conducts its activities, including the ownership of its properties, through Gladstone Commercial Limited Partnership (Operating Partnership). The Company controls its Operating Partnership through its ownership of GCLP Business Trust II, which is the general partner of its Operating Partnership, and of GCLP Business Trust I, which holds all of the limited partnership units of its Operating Partnership. The Company’s principal investment objective is to generate income from rental properties and mortgage loans.
