GLADSTONE LAND Corp false 0001495240 0001495240 2023-12-14 2023-12-14 0001495240 us-gaap:CommonStockMember 2023-12-14 2023-12-14 0001495240 us-gaap:SeriesBPreferredStockMember 2023-12-14 2023-12-14 0001495240 us-gaap:SeriesCPreferredStockMember 2023-12-14 2023-12-14 0001495240 us-gaap:SeriesDPreferredStockMember 2023-12-14 2023-12-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) December 18, 2023 (December 14, 2023)

 

 

Gladstone Land Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   001-35795   54-1892552

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1521 Westbranch Drive, Suite 100

McLean, Virginia

   22102
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (703) 287-5800

 

 

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   LAND   The Nasdaq Stock Market, LLC
6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share   LANDO   The Nasdaq Stock Market, LLC
6.00% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share   LANDP   The Nasdaq Stock Market, LLC
5.00% Series D Cumulative Term Preferred Stock, $0.001 par value per share   LANDM   The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 December 14, 2023, Gladstone Land Corporation, a Maryland corporation (the “Company”), as guarantor, and Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership, as borrower (collectively, “Gladstone”), entered into a Second Amendment to Loan Agreement (the “Amendment”) with Metropolitan Life Insurance Company (“MetLife”) amending the terms of the Loan Agreement, dated February 20, 2020, as amended on February 3, 2022, by and among the Company, the Operating Partnership and MetLife (the “Credit Facility”).

The Amendment extends the maturity date of the Company’s revolving lines of credit under the Credit Facility from April 5, 2024 to December 15, 2033. In connection with the maturity date extension, the Amendment also revised certain covenants, including increasing the Consolidated Net Worth covenant to $400 million. As part of the Amendment, Gladstone paid aggregate fees of approximately $187,500 to MetLife. The Amendment does not change the material terms of the existing Credit Facility and includes 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 Amendment is not complete and is qualified in its entirety by reference to a copy the Amendment, which will be filed with the Company’s next periodic report, as well as the Credit Facility, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on February 20, 2020 and the First Amendment to the Credit Facility which was filed as Exhibit 10.15 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on February 22, 2022, and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial 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.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Gladstone Land Corporation
December 18, 2023     By:  

/s/ Lewis Parrish

      Lewis Parrish
      Chief Financial Officer
v3.23.4
Document and Entity Information
Dec. 14, 2023
Document And Entity Information [Line Items]  
Entity Registrant Name GLADSTONE LAND Corp
Amendment Flag false
Entity Central Index Key 0001495240
Document Type 8-K
Document Period End Date Dec. 14, 2023
Entity Incorporation State Country Code MD
Entity File Number 001-35795
Entity Tax Identification Number 54-1892552
Entity Address, Address Line One 1521 Westbranch Drive
Entity Address, Address Line Two Suite 100
Entity Address, City or Town McLean
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22102
City Area Code (703)
Local Phone Number 287-5800
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, $0.001 par value per share
Trading Symbol LAND
Security Exchange Name NASDAQ
Series B Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share
Trading Symbol LANDO
Security Exchange Name NASDAQ
Series C Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 6.00% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share
Trading Symbol LANDP
Security Exchange Name NASDAQ
Series D Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 5.00% Series D Cumulative Term Preferred Stock, $0.001 par value per share
Trading Symbol LANDM
Security Exchange Name NASDAQ
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