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Name | Symbol | Market | Type |
---|---|---|---|
Gladstone Commercial Corporation | NASDAQ:GOODO | NASDAQ | Preference Share |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.12 | 0.60% | 20.15 | 19.81 | 22.00 | 20.19 | 20.07 | 20.14 | 6,306 | 21:00:01 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
(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 | ||
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 July 11, 2023, Gladstone Commercial Corporation (the “Company”) amended and restated its existing advisory agreement, as amended from time to time (the “Agreement”), with Gladstone Management Corporation, a registered investment adviser (the “Adviser”), by entering into the Eighth Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the “Amended Agreement”). The Company’s entrance into the Amended Agreement was approved unanimously by its board of directors, including, specifically, its independent directors. The Amended Agreement eliminates the payment of the incentive fee, as applicable, for the quarters ending September 30, 2023 and December 31, 2023. In addition, the Amended Agreement revises the current calculation of incentive fees for a particular quarter that exceeds by greater than 15% the average quarterly Incentive Fee paid during the trailing four quarters and, instead, bases the calculation on the average quarterly Incentive Fee paid during the last four quarters that an Incentive Fee was paid. The calculation of the other fees in the Amended Agreement remain unchanged. All other terms of the Agreement remained the same. All capitalized terms not defined in this Current Report on Form 8-K are defined in the Amended Agreement.
The description above is only a summary of the material provisions of the Amended Agreement and is qualified in its entirety by reference to a copy of the Amended Agreement, which will be filed with the Company’s next periodic report.
Item 8.01. | Other Events. |
On July 11, 2023, the Company issued a press release, filed herewith as Exhibit 99.1, announcing that its board of directors declared monthly cash distributions for its common stock, senior common stock, 6.625% Series E Cumulative Redeemable Preferred Stock, 6.0% Series F Cumulative Redeemable Preferred Stock and 6.00% Series G Cumulative Redeemable Preferred Stock for each of July, August and September 2023. A copy of the press release announcing the monthly cash distributions is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit |
Description | |
99.1 | Press Release issued by Gladstone Commercial Corporation on July 11, 2023 | |
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.
Gladstone Commercial Corporation | ||||||
(Registrant) | ||||||
July 11, 2023 | By: | /s/ Gary Gerson | ||||
(Gary Gerson, Chief Financial Officer) |
Exhibit 99.1
Gladstone Commercial Corporation Announces Monthly Cash Distributions
for July, August and September 2023 and Earnings Release and Conference
Call Dates for its Second Quarter Ended June 30, 2023
MCLEAN, VA, July 11, 2023: Gladstone Commercial Corporation (Nasdaq: GOOD) (the Company) announced today that its board of directors declared cash distributions for the months of July, August and September 2023 and also announced its plan to report earnings for the second quarter ended June 30, 2023.
In an effort to increase retained capital in anticipation of further economic headwinds, the board of directors has taken what it believes is the prudent path and in support of the capital preservation effort, the Companys investment adviser has agreed to amend the current Advisory Agreement to waive the otherwise applicable incentive fee for the quarters ending September 30, 2023 and December 31, 2023. Buzz Cooper, the Companys President, stated, We believe that the additional temporary incentive fee waiver will further aid the Company in its capital preservation effort and maintain its strong balance sheet through the remainder of 2023.
Cash Distributions:
Common Stock: $0.10 cash distribution per common share for each of July, August and September 2023, payable per Table 1 below. The Company has paid 222 consecutive monthly cash distributions on its common stock. Prior to paying distributions on a monthly basis, the Company paid five consecutive quarterly cash distributions.
Table 1: Summary of common stock cash distributions:
Record Date |
Payment Date |
Cash Distribution | ||
July 21 | July 31 | $0.10 | ||
August 23 | August 31 | $0.10 | ||
September 21 | September 29 | $0.10 | ||
| ||||
Total for the Quarter: | $0.30 | |||
|
Senior Common Stock: $0.0875 cash distribution per share of the Companys senior common stock (Senior Common) for each of July, August and September 2023, payable per Table 2 below. The Company has paid 159 consecutive monthly cash distributions on its Senior Common.
Table 2: Summary of Senior Common cash distributions:
Payable to Holders of Record During the Month of: |
Payment Date |
Amount | ||
July | August 4 | $0.0875 | ||
August | September 6 | $0.0875 | ||
September | October 5 | $0.0875 | ||
| ||||
Total for the Quarter: | $0.2625 | |||
|
Series E Preferred Stock: $0.138021 cash distribution per share of the Companys 6.625% Series E Preferred Stock (Series E Preferred Stock) for each of July, August and September 2023, payable per Table 3 below. The Series E Preferred Stock trades on Nasdaq under the symbol GOODN. The Company has paid 36 consecutive monthly cash distributions on its Series E Preferred Stock.
Table 3: Summary of Series E Preferred Stock cash distributions:
Record Date |
Payment Date |
Cash Distribution | ||
July 21 | July 31 | $0.138021 | ||
August 23 | August 31 | $0.138021 | ||
September 21 | September 29 | $0.138021 | ||
| ||||
Total for the Quarter: | $0.414063 | |||
|
Series F Preferred Stock: $0.125 cash distribution per share of the Companys 6.0% Series F Preferred Stock (Series F Preferred Stock) for each of July, August and September 2023, payable per Table 4 below. The Series F Preferred Stock is not listed on a national securities exchange.
Table 4: Summary of Series F Preferred Stock cash distributions:
Record Date |
Payment Date |
Cash Distribution | ||
July 27 | August 4 | $0.125 | ||
August 28 | September 6 | $0.125 | ||
September 27 | October 5 | $0.125 | ||
| ||||
Total for the Quarter: | $0.375 | |||
|
The Company offers a dividend reinvestment plan (the DRIP) to its common stockholders and Series F Preferred stockholders. For more information regarding the DRIP, please visit www.gladstonecommercial.com.
Series G Preferred Stock: $0.125 cash distribution per share of the Companys 6.00% Series G Preferred Stock (Series G Preferred Stock) for each of July, August and September 2023, payable per Table 5 below. The Series G Preferred Stock trades on Nasdaq under the symbol GOODO.
Table 5: Summary of Series G Preferred Stock cash distributions:
Record Date |
Payment Date |
Cash Distribution | ||
July 21 | July 31 | $0.125 | ||
August 23 | August 31 | $0.125 | ||
September 21 | September 29 | $0.125 | ||
| ||||
Total for the Quarter: | $0.375 | |||
|
Earnings Announcement:
The Company also announced today that it plans to report earnings for the second quarter ended June 30, 2023, after the stock market closes on Tuesday, August 8, 2023. The Company will hold a conference call Wednesday, August 9, 2023 at 8:30 a.m. ET to discuss its earnings results. Please call (877) 407-9045 to enter the conference call. An operator will monitor the call and set a queue for questions.
A conference call replay will be available after the call and will be accessible through August 16, 2023. To hear the replay, please dial (877) 660-6853 and use playback conference number 13739228.
The live audio broadcast of the Companys conference call will be available online at www.gladstonecommercial.com.
If you have questions prior to or following the earnings release you may e-mail them to info@gladstonecompanies.com.
Gladstone Commercial Corporation is a real estate investment trust (REIT) focused on acquiring, owning and operating net leased industrial and office properties across the United States. As of March 31, 2023, Gladstone Commercials real estate portfolio consisted of 137 properties located in 27 states, totaling approximately 17.2 million square feet. Additional information can be found at www.gladstonecommercial.com.
Source: Gladstone Commercial Corporation
Investor Relations Inquiries: Please visit www.gladstonecommercial.com or (703) 287-5893.
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