Gladstone Land Corporation (NASDAQ:LAND) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Holders of the Series B Preferred Stock will generally have no voting rights. However, if dividends on any shares of Series B Preferred Stock are in arrears for 18 or more consecutive months, then holders of the Series B 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 B Preferred Stock may not be changed in a manner that would be materially adverse to the rights of holders of the Series B Preferred Stock without the affirmative vote of at least two-thirds of the shares of Series B Preferred Stock then outstanding.
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 4.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 1.01. | Regulation FD Disclosure. |
On January10, 2018, the Company issued a press release (the “Press Release”) announcing the Offering of the Series B 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.
to the rules and regulations of the SEC, the information in this Item 1.01 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 1.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
| 1.1 | Dealer Manager Agreement, dated as of January10, 2018, by and between Gladstone Land Corporation and Gladstone Securities, LLC. |
| 3.1 | Articles Supplementary for 6.00% Series B Cumulative Redeemable Preferred Stock. |
| 4.1 | Form of Certificate for 6.00% Series B Cumulative Redeemable Preferred Stock. |
| 5.1 | Opinion of Venable LLP. |
| 8.1 | Tax Opinion of Bass, Berry& Sims PLC. |
| 10.1 | Second Amendment to the First Amended and Restated Agreement of Limited Partnership of Gladstone Land Limited Partnership, including Exhibit SB thereto. |
| 10.2 | Escrow Agreement, dated as of January8, 2018, by and among Gladstone Land Corporation, Gladstone Land Securities, LLC, and UMB Bank, National Association. |
| 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 January10, 2018. |
GLADSTONE LAND Corp ExhibitEX-1.1 2 d511101dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 DEALER MANAGER AGREEMENT 6,…To view the full exhibit click here
About Gladstone Land Corporation (NASDAQ:LAND)
Gladstone Land Corporation is an externally-managed, agricultural real estate investment trust (REIT). The Company is engaged in the business of owning and leasing farmland. The Company’s segment is farmland and farm-related properties. The Company is engaged in leasing its farms to independent farming operations and corporate farming operations. The Company owns approximately 43 farms consisting of over 16,810 total acres across six states in the United States (Arizona, California, Florida, Michigan, Nebraska and Oregon). The Company also owns approximately three cooling facilities and one facility utilized for the storage and assembly of boxes for shipping produce (a box barn). These properties are leased to approximately 33 different, unrelated tenants that are either independent or corporate farming operations. It also leases a small parcel on one of its properties to an oil company. Its properties include San Andreas, West Gonzales, West Beach, Dalton Lane and Keysville Road.
