Gladstone Commercial Corporation Files for Public Offering of 6.00% Series F Cumulative Redeemable Preferred Stock
February 20 2020 - 4:30PM
Gladstone Commercial Corporation (Nasdaq: GOOD) (the “Company”)
today announced that it has filed a new prospectus supplement with
the U.S. Securities and Exchange Commission (“SEC”) for a
continuous public offering of up to 20,000,000 shares (the
“Offering”) of its newly-designated 6.00% Series F Cumulative
Redeemable Preferred Stock (the “Series F Preferred Stock”) at an
offering price of $25.00 per share (the “Primary Offering”), and up
to 6,000,000 shares of Series F Preferred Stock pursuant to a
dividend reinvestment plan at a price of $22.75 per share to those
stockholders who participate in such dividend reinvestment plan
(the “DRIP Offering”). The Company expects up to $500.0 million in
gross proceeds from the Primary Offering and up to $136.5 million
from the DRIP Offering and an aggregate of approximately $591.5
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 F Preferred Stock
are sold in the Primary Offering and the DRIP Offering.
Gladstone Securities, LLC, an affiliate of the Company, will serve
as the Company’s exclusive dealer manager in connection with the
Offering. The Series F Preferred Stock is being offered by
Gladstone Securities on a “reasonable best efforts” basis.
The Company expects that the offering of Series
F Preferred Stock will terminate on the date that is the earlier of
(1) June 1, 2025 (unless earlier terminated or extended by our
Board of Directors) and (2) the date on which all 20,000,000 shares
of Series F Preferred Stock offered in the primary offering are
sold. The offering period for the dividend reinvestment plan will
terminate on the earlier of (1) the issuance of all 6,000,000
shares of Series F Preferred Stock under the dividend reinvestment
plan and (2) the listing of the Series F Preferred Stock on the
Nasdaq Global Select Market (“Nasdaq”) or another national
securities exchange. There is currently no public market for shares
of Series F Preferred Stock. The Company intends to apply to list
the Series F Preferred Stock on Nasdaq or another national
securities exchange within one calendar year of the Termination
Date, however, there can be no assurance that a listing will be
achieved in such timeframe, or at all.
The offering is currently being conducted as a
public offering under the Company’s effective shelf registration
statement, filed with the SEC (File No. 333-236143), which became
effective on February 11, 2020. 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, 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 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 December 31, 2019, Gladstone Commercial’s real estate
portfolio consisted of 118 properties located in 28 states,
totaling approximately 14.2 million square feet. For additional
information please visit www.gladstonecommercial.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,
2019, as filed with the SEC on February 12, 2020 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.
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