UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 19, 2009
Gladstone Commercial Corporation
(Exact name of registrant as specified in its chapter)
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| Maryland
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0-50363
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02-0681276 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 1521 Westbranch Drive, Suite 200 |
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| McLean, Virginia
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22102 |
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(Zip Code) |
Registrant’s telephone number, including area code: (703) 287-5800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
Dealer Manager Agreement
On November 19, 2009, Gladstone Commercial Corporation (the “Company”) entered into a dealer
manager agreement (the “Dealer Manager Agreement”) with Halcyon Capital Markets, LLC (“Halcyon”)
pursuant to which Halcyon will act as the Company’s dealer manager in connection with a proposed
continuous private offering (the “Offering”) of up to 3,333,333 shares of the Company’s newly
designated senior common stock (the “Senior Common Stock”) at $15.00 per share.
The Dealer Manager Agreement contemplates that Halcyon will enter into participating dealer
agreements, in the form attached as Exhibit “A” to the Dealer Manager Agreement, with additional
broker-dealers who will participate in the Offering (the “Participating Dealers”). Under the terms
of the Dealer Manager Agreement, the Offering is to be made exclusively to “accredited investors”
(as defined in Rule 501(d) under the Securities Act of 1933, as amended) on a “best efforts” basis
by Halcyon and the Participating Dealers, which means that Halcyon and the Participating Dealers
will be required to use their best efforts to sell the Senior Common Stock, but will have no firm
commitment or obligation to purchase any of the shares.
Except as otherwise provided in the Dealer Manager Agreement, the Company will pay Halcyon a sales
commission in the amount of 7.0% of the gross proceeds of the Senior Common Stock sold, plus a
dealer manager fee in the amount of 3.75% of the gross proceeds of the Senior Common Stock sold.
Additionally, the Dealer Manager Agreement provides that the Company will pay an additional amount
up to 0.5% of the gross proceeds of the Offering as reimbursement to Halcyon or Participating
Dealers for bona fide due diligence expenses that they incur in connection with the Offering.
Although the Company will offer purchasers of the Senior Common Stock the ability to reinvest
distributions that they receive on the Senior Common Stock in additional shares of Senior Common
Stock through a distribution reinvestment plan, no sales commissions or dealer manager fees will be
paid with respect to shares sold pursuant to the distribution reinvestment plan.
The Dealer Manager Agreement contains customary representations, warranties, covenants and
indemnification agreements by the Company and Halcyon. The Dealer Manager Agreement may be
terminated by either party (i) immediately in the event of a breach of the agreement by the other
party, or (ii) upon 30 days advance written notice, subject to certain exceptions.
The information set forth above with respect to the Dealer Manager Agreement is qualified in its
entirety by the full text of the Dealer Manager Agreement, which is filed herewith as Exhibit 10.1
and is incorporated into this Item 1.01 disclosure by reference.
Dealer Manager Operating Agreement
On November 19, 2009, the Company and Halcyon also entered into a dealer manager operating
agreement (the “Operating Agreement”) pursuant to which the Company and Halcyon agreed to a budget
for the Offering and the Company agreed, subject to the terms of the Operating
Agreement, to advance certain expenses of the Offering (the “Advances”) to Halcyon. Under the
terms of the Operating Agreement, the Company may retain a portion of the dealer manager fees
payable under the Dealer Manager Agreement, as reimbursement for the Advances.
The Operating Agreement will automatically terminate upon the earlier of the termination of the
Offering and the termination of the Dealer Manager Agreement. The Operating Agreement may also be
terminated by the Company or Halcyon under certain circumstances.
The information set forth above with respect to the Operating Agreement is qualified in its
entirety by the full text of the Operating Agreement, which is filed herewith as Exhibit 10.2 and
is incorporated into this Item 1.01 disclosure by reference.
Item 8.01. Other Events.
On November 23, 2009, the Company issued a press release announcing the Offering. The press
release is filed herewith as Exhibit 99.1 and is incorporated into this Item 8.01 disclosure by
reference.
Item 9.01. Financial Statements and Exhibits
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Exhibit 10.1 — Dealer Manager Agreement, dated November 19, 2009, by and between Gladstone
Commercial Corporation and Halcyon Capital Markets, LLC. |
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Exhibit 10.2 — Dealer Manager Operating Agreement, dated November 19, 2009, by and between
Gladstone Commercial Corporation and Halcyon Capital Markets, LLC. |
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Exhibit 99.1 — Press release dated November 23, 2009. |