Gladstone Land Files for Public Offering of 6.00% Series B Cumulative Redeemable Preferred Stock
January 10 2018 - 4:10PM
Gladstone Land Corporation (NASDAQ:LAND) (the “Company”) today
announced that it has filed a prospectus supplement with
the U.S. Securities and Exchange Commission (“SEC”) for a
continuous public offering of up to 6,000,000 shares (the “Primary
Offering”) of its newly-designated 6.00% Series B Cumulative
Redeemable Preferred Stock (the “Series B Preferred Stock”) at an
offering price of $25.00 per share, for up to $150.0 million in
gross proceeds and up to approximately $131.3 million in net
proceeds, after payment of dealer manager fees and selling
commissions and estimated expenses of the offering payable by the
Company, assuming all shares of the Series B Preferred Stock are
sold in the offering. The Company is also offering up to
500,000 additional shares of the Series B Preferred Stock, pursuant
to the Company’s dividend reinvestment plan (the “DRIP”), to those
holders of the Series B Preferred Stock who elect to participate in
such plan. Gladstone Securities, LLC (“Gladstone
Securities”), an affiliate of the Company, will serve as the
Company’s exclusive dealer manager in connection with the offering.
The Series B Preferred Stock is being offered by Gladstone
Securities on a “reasonable best efforts” basis.
The Company expects that the offering of Series B Preferred
Stock will terminate on the date (the “Termination Date”) that is
the earlier of January 10, 2023 (unless earlier terminated or
extended by the Company’s Board of Directors), or the date on which
all 6,000,000 shares offered in the Primary Offering are sold.
The Company intends to use the net proceeds from this
offering to repay existing indebtedness, to fund future
acquisitions, and for other general corporate purposes. There
is currently no public market for shares of Series B Preferred
Stock. The Company intends to apply to list the Series B
Preferred Stock on NASDAQ or another national securities exchange
within one calendar year after the Termination Date, however, there
can be no assurance that a listing will be achieved in such
timeframe, or at all.
“We believe this is a nice way to raise capital at a pace to
allow for it to be invested in a more timely manner,” said David
Gladstone, President and CEO of the Company. “Over the next
five years, we intend to sell some or all of the $150 million
allotted for in this offering. We believe this offering will
provide the Company with access to the additional capital needed to
grow our Company in a way that is not as dilutive to existing
common stockholders. Shares of the Series B Preferred Stock
will be sold on a ‘reasonable best efforts’ basis over a certain
period, which should allow us to invest the new capital as the
small amounts are received, as opposed to receiving a large amount
of capital all at once from a typical offering, which can often
create a drag on earnings until the new capital is fully
invested. We believe this offering will allow us to continue
growing our Company well into the future at a steady rate, which we
hope will also lead to increases in the value of our common
stock.”
The offering is being conducted as a public offering under the
Company’s effective shelf registration statement, filed with the
SEC (File No. 333-217042), which became effective on April 12,
2017. To obtain a copy of the final prospectus supplement and
the related base prospectus for this offering, please contact:
Gladstone Securities, LLC, 1521 Westbranch Drive, Suite 100 McLean,
Virginia, 22201, Attn: John Kent.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
About Gladstone Land Corporation:Gladstone Land
is a publicly-traded real estate investment trust that invests in
farmland located in major agricultural markets in the U.S., which
it leases to farmers, and pays monthly distributions to its
stockholders. The Company reports the current fair value of
its farmland on a quarterly basis; as of September 30, 2017, its
estimated net asset value was $14.15 per share. Gladstone
Land currently owns 73 farms, comprised of 63,014 acres in 9
different states across the U.S., valued at approximately $534
million. Its acreage is predominantly concentrated in
locations where its tenants are able to grow fresh produce annual
row crops, such as berries and vegetables, which are generally
planted and harvested annually; as well as permanent crops, such as
almonds, blueberries, and pistachios, which are planted every 10 to
20-plus years. The Company also may acquire property related
to farming, such as cooling facilities, processing buildings,
packaging facilities, and distribution centers. Gladstone
Land has paid 59 consecutive monthly cash distributions on its
common stock since its initial public offering in January 2013, and
the current per-share distribution on its common stock is $0.04425
per month, or $0.531 per year. Additional information can be
found at www.GladstoneLand.com and www.GladstoneFarms.com.
All statements contained in this press release, other than
historical facts, may constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Words such as “anticipates,” “expects,”
“intends,” “plans,” “believes,” “seeks,” “estimates” and variations
of these words and similar expressions are intended to identify
forward-looking statements. Readers should not rely upon
forward-looking statements because the matters they describe are
subject to known and unknown risks and uncertainties that could
cause the Company’s business, financial condition, liquidity,
results of operations, funds from operations or prospects to differ
materially from those expressed in or implied by such statements.
Such risks and uncertainties are disclosed under the caption “Risk
Factors” of the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2016, as filed with the SEC
on February 21, 2017 and our other filings with the Securities
and Exchange Commission including the preliminary prospectus
supplement and the final prospectus supplement (when available).
The Company cautions readers not to place undue reliance on any
such forward-looking statements which speak only as of the date
made. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise except as required by
law.
For further information: Gladstone Land, 703-287-5893
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