Current Report Filing (8-k)

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): February 16, 2021 (February 11, 2021)

Gladstone Commercial Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland

001-33097

02-0681276

(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)

Not Applicable

(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))

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	GOOD	Nasdaq Global Select Market
7.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share	GOODM	Nasdaq Global Select Market
6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share	GOODN	Nasdaq Global Select Market

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

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 February 11, 2021, Gladstone Commercial Corporation (the “Company”), through its wholly-owned subsidiary Gladstone Commercial Limited Partnership, entered into the Third Amended and Restated Credit Agreement and Other Loan Documents with KeyBank National Association, as agent, joint lead arranger and book manager, Fifth Third Bank, U.S. Bank National Association and The Huntington National Bank, as joint lead arrangers and co-syndication agents, and Fifth Third Bank as documentation agent, and certain other lenders party thereto (the “Amended Credit Facility”).

The Amended Credit Facility increases the overall credit facility size from $260 million to $325 million with the addition of a new $65 million term loan component, inclusive of a $15 million delayed funding component (the “New Term Loan”). The New Term Loan has a maturity date of 60 months from the closing of the Amended Credit Facility and a London Inter-bank Offered Rate floor of 25 basis points.

The Amended Credit Facility does not change the terms of the existing $160 million term loan component or the existing $100 million revolving credit facility component. The Amended Credit Facility continues to include 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 Amended Credit Facility is not complete and is qualified in its entirety by reference to a copy the Amended Credit Facility, which will be filed with the Company’s next periodic report.

Item 2.03.

Creation of a Direct Financial Obligation or an 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.

Item 9.01.

Financial Statements and Exhibits

(c)

Exhibits


Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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