UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 7, 2017
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) | (I.R.S. Employer Identification Number) |
| 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102 |
| (Address of Principal Executive Offices) (Zip Code) |
(703) 287-5800
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
| 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)) | |
Item 7.01. Regulation FD Disclosure.
The Company announced today that it is commencing an underwritten public offering of approximately 1,400,000 shares of its common stock. The public offering price and other terms are to be determined by negotiations between the Company and the underwriters. In addition, the Company expects to grant to the underwriters a 30-day option to purchase up to approximately 210,000 additional shares of common stock on the same terms and conditions solely to cover over-allotments, if any. A copy of the press release announcing the public offering is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission, the information set forth in this Item 7.01 and in the attached exhibit is deemed to be furnished and shall not be deemed to be filed.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.Exhibit
No. Description 99.1 Press Release dated March 7, 2017
SIGNATURE
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 | ||
| Date: March 7, 2017 | By: | /s/ Lewis Parrish |
| Lewis Parrish | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 7, 2017 |
EXHIBIT 99.1
Gladstone Land Corporation Announces Common Stock Offering
MCLEAN, Va., March 07, 2017 (GLOBE NEWSWIRE) -- Gladstone Land Corporation (NASDAQ:LAND) (the “Company”) today announced that it plans to sell approximately 1,400,000 shares of its common stock in an underwritten public offering. The Company also plans to grant the underwriters a 30-day option to purchase approximately 210,000 additional shares of common stock solely to cover over-allotments, if any. Janney Montgomery Scott LLC, Ladenburg Thalmann & Co. Inc., Oppenheimer & Co. Inc., Wunderlich Securities, Inc., Maxim Group LLC and Nomura Securities International, Inc. are serving as joint book-running managers for the offering.
The Company intends to use the net proceeds from this offering to repay existing indebtedness, fund future property acquisitions and for other general corporate purposes.
Investors are advised to carefully consider the investment objectives, risks and charges and expenses of the Company before investing. The preliminary prospectus supplement, dated March 7, 2017, and the accompanying prospectus dated April 2, 2014, which have been filed with the Securities and Exchange Commission, contain this and other information about the Company and should be read carefully by prospective investors before investing.
The offering is being conducted as a public offering under the Company’s effective shelf registration statement filed on Form S-3 with the Securities and Exchange Commission (File No. 333-194539). To obtain a copy of the preliminary prospectus supplement, dated March 7, 2017, and the final prospectus supplement (when available) for this offering, please contact Janney Montgomery Scott LLC at 60 State Street, Boston, MA 02109, Attention: Equity Capital Markets Group, or email prospectus@janney.com.
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 Corporation is a publicly-traded agricultural real estate investment trust that owns farmland and farm-related properties located in major agricultural markets in the United States. The Company is not a grower but is only a landlord, leasing its farms to corporate and independent farmers. The Company currently owns 59 farms, comprised of 54,340 total acres in 7 different states across the U.S., valued at approximately $455 million. The current distribution is $0.043 per month per common share. 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.
For further information: Gladstone Land, 703-287-5893