Gladstone Commercial Corporation Prices Public Offering of 6.625% Series E Cumulative Redeemable Preferred Stock
September 26 2019 - 8:30AM
Gladstone Commercial Corporation (Nasdaq: GOOD) (the
“Company”) today announced that it has priced an underwritten
public offering of 2,400,000 shares of its newly designated 6.625%
Series E Cumulative Redeemable Preferred Stock (the “Series E
Preferred Stock”) at a public offering price of $25.00 per share,
raising $60.0 million in gross proceeds and approximately $57.9
million in net proceeds after payment of underwriting discounts and
commissions and estimated expenses of the offering payable by the
Company and exclusive of the underwriters’ option to purchase
additional shares (as described below). The Company has also
granted the underwriters a 30-day option to purchase 360,000
additional shares of Series E Preferred Stock on the same terms and
conditions. The closing of the transaction is subject to customary
closing conditions and the shares are expected to be delivered on
October 4, 2019.
Stifel, B. Riley FBR, D.A. Davidson & Co. and Janney
Montgomery Scott are acting as joint book-running managers of the
offering, and Ladenburg Thalmann and Wedbush Securities are serving
as co-managers of the offering.
The Company intends to use the net proceeds from this offering
to optionally redeem all of the outstanding shares of its 7.75%
Series A Cumulative Redeemable Preferred Stock and its 7.50% Series
B Cumulative Redeemable Preferred Stock, and to use any remaining
proceeds to pay down its credit facility and for other general
corporate purposes. Such optional redemptions will be contingent
upon the closing of the Company’s Series E Preferred Stock
offering.
The offering is being conducted as a public offering under the
Company’s effective shelf registration statement (File No.
333-229209) filed with the Securities and Exchange Commission (the
“SEC”). Any offer of the securities will be made exclusively by
means of a prospectus supplement and accompanying prospectus.
Copies of the final prospectus supplement and accompanying
prospectus may be obtained, when available, from the SEC’s website
at www.sec.gov or by contacting: Stifel, Nicolaus & Company,
Incorporated by calling toll-free 855-300-7136 or writing to
syndprospectus@stifel.com, B. Riley FBR, Inc. by writing to
prospectuses@brileyfbr.com, D.A. Davidson & Co. by writing to
prospectusrequest@dadco.com or calling 1-800-332-5915 or Janney
Montgomery Scott LLC by writing to prospectus@janney.com or calling
215-665-4450.
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 Commercial
Corporation: Gladstone Commercial is a real estate
investment trust focused on acquiring, owning and operating net
leased industrial and office properties across the United States.
As of July 30, 2019, Gladstone Commercial’s real estate portfolio
consisted of 107 properties located in 24 states, totaling
approximately 12.9 million square feet.
Forward-Looking Statements
This press release contains certain forward-looking statements,
which are based upon the Company’s current expectations and are
inherently uncertain, including forward-looking statements with
respect to the closing of the offering, use of proceeds and the
redemptions. Any such statements other than statements of
historical fact are likely to be affected by other unknowable
future events and conditions, including elements of the future that
may or may not be under the Company’s control, and that the Company
may or may not have considered. Accordingly, no assurances can be
given that the securities offering discussed above will be
completed on the terms described, or at all, or that the net
proceeds of the offering will be used as indicated. Completion of
the securities offering on the terms described, and the application
of net proceeds, are subject to numerous conditions, including,
without limitation, market conditions and other risks and
uncertainties as detailed under the caption “Risk Factors” in the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, as filed with the SEC on February 13, 2019 and
the Company’s other filings with the SEC, including the preliminary
prospectus supplement. Any such forward-looking statements speak
only as of the time when made and are based on information
available to the Company as of such date and are qualified in their
entirety by this cautionary statement. The Company assumes no
obligation to revise or update any such statement now or in the
future.
SOURCE: Gladstone Commercial Corporation
Investor Relations Inquiries: Please call
+1-703-287-5893.
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