UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 9, 2019 (July 2, 2019)
Gladstone Commercial Corporation
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-33097 | 02-0681276 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1521 Westbranch Drive, Suite 100, McLean, Virginia 22102
(Address of Principal Executive Offices) (Zip Code)
(703) 287-5800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.001 par value per share | GOOD | Nasdaq Global Select Market | ||
| 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share | GOODP | Nasdaq Global Select Market | ||
| 7.50% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share | GOODO | Nasdaq Global Select Market | ||
| 7.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share | GOODM | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On July 2, 2019, Gladstone Commercial Corporation (the “Company”), through its wholly-owned subsidiary Gladstone Commercial Limited Partnership, entered into the First Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement and Other Loan Documents with KeyBank National Association, as agent, joint lead arranger and book manager, Fifth Third Bank, U.S. Bank National Association and The Huntington National Bank, as joint lead arrangers and co-syndication agents, and Fifth Third Bank as documentation agent, and certain other lenders party thereto (together with the Amendment, the “Credit Facility”).
Among other things, the Amendment:
| • | Increases the Credit Facility size from $160 million to $260 million, with the term loan component of the Credit Facility being increased by $85 million to $160 million, inclusive of a $38 million delayed funding component, and the revolving credit facility being increased by $15 million to $100 million; |
| • | Extends the revolving credit maturity date to July 2, 2023; |
| • | Extends the term loan maturity date to July 2, 2024; and |
| • | Reduces the interest rate margin by 10 basis points for both the revolving credit and term loan components. |
The Credit Facility continues to include customary terms, covenants, events of default and constraints on borrowing availability based on collateral tests for a credit facility of its size and nature.
The foregoing summary of the Credit Facility is not complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The Company also issued a press release announcing the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Gladstone Commercial Corporation (Registrant) | ||||||
| July 9, 2019 |
By: |
/s/ Michael Sodo | ||||
| (Michael Sodo, Chief Financial Officer) | ||||||