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) June 16, 2016

 

Gladstone Land Corporation

(Exact name of registrant as specified in its charter)

 

Maryland 001-35795 54-1892552
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
     
1521 Westbranch Drive, Suite 100 22102
McLean, Virginia (Zip Code)
(Address of principal executive offices)  

 

 

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))

 

 
 

Item 1.01       Entry into a Material Definitive Agreement

 

On June 16, 2016, Gladstone Land Limited Partnership (the “Operating Partnership”), a wholly-owned subsidiary of Gladstone Land Corporation (“Gladstone Land”), through Gladstone Lending Company, LLC (the “Borrower”), a wholly-owned subsidiary of the Operating Partnership (the Borrower, together with the Operating Partnership and Gladstone Land, collectively, the “Company”), entered into an amendment (the “Amendment”) to the bond purchase agreement (the “Bond Purchase Agreement”) with Federal Agricultural Mortgage Corporation (“Farmer Mac”) and Farmer Mac Mortgage Securities Corporation, a wholly-owned subsidiary of Farmer Mac, regarding a secured note purchase facility (the “Farmer Mac Facility”). The Amendment increases the maximum borrowing capacity under the Farmer Mac Facility from $75.0 million to $125.0 million and extends the term of the Bond Purchase Agreement by two years, to December 11, 2018.

 

Other than the increase in the maximum borrowing capacity and extension as described above, the terms of the Bond Purchase Agreement remain unchanged. A copy of the Amendment is attached as Exhibit 10.3 hereto and is incorporated herein by reference.

 

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 in Item 1.01 is incorporated herein by reference.

 

Item 7.01       Regulation FD Disclosure

 

On June 20, 2016, the Company issued a press release (the “Press Release”) announcing the Amendment. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

 

Item 9.01       Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Bond Purchase Agreement, dated as of December 5, 2014, by and among Gladstone Lending Company, LLC, as Issuer, Farmer Mac Mortgage Securities Corporation, as Bond Purchaser, and Federal Agricultural Mortgage Corporation, as Guarantor, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 001-35795), filed December 17, 2014.
10.2   Pledge and Security Agreement, dated as of December 5, 2014, by and among Gladstone Lending Company, LLC, as Grantor, Farmer Mac Mortgage Securities Corporation, as Purchaser, and Federal Agricultural Mortgage Corporation, as Collateral Agent and Bond Guarantor, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 001-35795), filed December 17, 2014.
10.3   Amendment to the Bond Purchase Agreement, dated as of June 16, 2016, by and among Gladstone Lending Company, LLC, as Issuer, Farmer Mac Mortgage Securities Corporation, as Bond Purchaser, and Federal Agricultural Mortgage Corporation, as Guarantor.
99.1   Press Release dated June 20, 2016.

 

 
 

 

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
(Registrant)
June 20, 2016 By:/s/ Lewis Parrish
(Lewis Parrish, Chief Financial Officer)

 

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Bond Purchase Agreement, dated as of December 5, 2014, by and among Gladstone Lending Company, LLC, as Issuer, Farmer Mac Mortgage Securities Corporation, as Bond Purchaser, and Federal Agricultural Mortgage Corporation, as Guarantor, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 001-35795), filed December 17, 2014.
10.2   Pledge and Security Agreement, dated as of December 5, 2014, by and among Gladstone Lending Company, LLC, as Grantor, Farmer Mac Mortgage Securities Corporation, as Purchaser, and Federal Agricultural Mortgage Corporation, as Collateral Agent and Bond Guarantor, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 001-35795), filed December 17, 2014.
10.3   Amendment to the Bond Purchase Agreement, dated as of June 16, 2016, by and among Gladstone Lending Company, LLC, as Issuer, Farmer Mac Mortgage Securities Corporation, as Bond Purchaser, and Federal Agricultural Mortgage Corporation, as Guarantor.
99.1   Press Release, dated June 20, 2016.

 

 
 

 

 
 

EXHIBIT 99.1

Gladstone Land Announces Expansion and Extension of its Farmer Mac Facility

MCLEAN, Va., June 20, 2016 (GLOBE NEWSWIRE) -- Gladstone Land Corporation (NASDAQ:LAND) (the “Company”), announced today that it, through one of its wholly-owned subsidiaries, has expanded its secured note purchase facility with Federal Agricultural Mortgage Corporation (“Farmer Mac”), (NYSE:AGM) and (AGM.A) from $75.0 million to $125.0 million and extended its term by two years, to December 11, 2018.  Bonds issued under this facility are secured by mortgage loans on agricultural real estate owned by the Company and have an effective loan-to-value ratio of up to 60% of the underlying agricultural real estate.

“We are pleased to build on our relationship with Farmer Mac, as they offer some of the best financing terms available,” said David Gladstone, President and CEO of the Company.  “This expansion and extension will provide us with additional flexibility as we continue our due diligence on the list of farms we’re looking to buy, and we believe the attractive rates will allow us to strengthen our margins and enable us to pass on some of the savings to our stockholders in the form of distributions.”

About Gladstone Land Corporation :
Gladstone Land is a real estate investment trust that pays monthly distributions to its stockholders.  The Company invests in farmland located in major agricultural markets in the U.S. that it leases to independent and corporate farming operations.  As of March 31, 2016, the net asset value of the Company was $13.87 per share, and the Company intends to report the current value of its farmland on a quarterly basis.  The Company currently owns 47 farms, comprised of 23,456 acres in 7 different states across the U.S., valued at approximately $334 million.  Its acreage is predominantly concentrated in locations where its tenants are able to grow fresh produce annual row crops, such as berries and vegetables, which are planted and harvested annually or more frequently, as well as permanent crops, such as almonds, blueberries and pistachios, which are planted every 10 to 20-plus years.  The Company also may acquire property related to farming, such as cooling facilities, processing buildings, packaging facilities, and distribution centers.  The Company has paid 40 consecutive monthly cash distributions on its common stock since its initial public offering in January 2013.  The current per-share distribution is $0.04125 per month, or $0.495 per year.  Additional information can be found at www.GladstoneLand.com and www.GladstoneFarms.com. 

Owners or brokers who have farmland for sale in the U.S. should contact:

For stockholder information on Gladstone Land, call (703) 287-5893.  Information on the business activities of all of the Gladstone funds can be found at www.GladstoneCompanies.com.  For Investor Relations inquiries related to any of the monthly dividend paying Gladstone funds, please visit www.Gladstone.com.

Certain statements in this press release, including, but not limited to, the Company’s ability to maintain or grow its portfolio, increases in operating revenues, and distributions are “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.  These forward-looking statements inherently involve certain risks and uncertainties, although they are based on the Company’s current plans that are believed to be reasonable as of the date of this press release.  Factors that may cause actual results to differ materially from these forward-looking statements include, but are not limited to, the Company’s ability to procure financing for investments; downturns in the current economic environment; the performance of its tenants; the impact of competition on its efforts to renew existing leases or re-lease real property; and significant changes in interest rates.   Additional factors that could cause actual results to differ materially from those stated or implied by its forward-looking statements are disclosed under the caption "Risk Factors" of its Form 10-K for the fiscal year ended December 31, 2015, as filed with the SEC on February 23, 2016, and its Form 10-Q for the three months ended March 31, 2016, as filed with the SEC of even date herewith.  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.

For further information:  Gladstone Land, 703-287-5893