UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 18, 2022, Gladstone Commercial Corporation (the “Company”), through its subsidiary Gladstone Commercial Limited Partnership entered into the Fourth Amended and Restated Credit Agreement and Other Loan Documents with KeyBank National Association, as agent, sole book manager and joint lead arranger, Fifth Third Bank, National Association, Bank of America, N.A. and The Huntington National Bank, as joint lead arrangers and co-syndication agents, and certain other lenders party thereto (the “Amended Credit Facility”).
Among other things, the Amended Credit Facility:
| • | Increased the credit facility size from $325 million to $480 million, with the term loan component of the credit facility being increased to $360 million through the addition of one additional senior unsecured term loan (Term Loan C of $140 million), a $5 million reduction to Term Loan B, and the revolving credit facility being increased by $20 million to $120 million; |
| • | Allows for the Amended Credit Facility to be increased by $245 million upon the Company’s request, subject to certain conditions and lender funding; |
| • | Extended the revolving credit maturity date to August 2026; |
| • | Extended the maturity date of Term Loan A to August 2027 and Term Loan B to February 2026; |
| • | Established a maturity date for Term Loan C of February 2028; and |
| • | Updated certain existing terms and covenants, including the addition of customary LIBOR replacement language. |
The Amended 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 Amended Credit Facility did not result in a material change to the applicable interest rate margin.
The foregoing summary of the Amended Credit Facility is not complete and is qualified in its entirety by reference to the Amended Credit Facility, 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 Amended Credit Facility. 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) | ||||||
| August 18, 2022 | By: | /s/ Gary Gerson | ||||
| (Gary Gerson, Chief Financial Officer) | ||||||