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): April 3, 2020
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.) |
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1521 Westbranch Drive, Suite 100 McLean, Virginia |
22102 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Common Stock, $0.001 par value per share | LAND | The Nasdaq Stock Market, LLC | ||
6.375% Series A Cumulative Term Preferred Stock, $0.001 par value per share | LANDP | 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 (§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. ☐
Introductory Note.
All statements contained herein, other than historical facts, may constitute forward-looking statements. These statements may relate to, among other things, the future performance of Gladstone Land Corporation (the Company), the anticipated use of proceeds and the closing of any transaction. In some cases, you can identify forward-looking statements by terminology such as estimate, may, might, will, future, intend, expect, if or the negative of such terms or comparable terminology. Factors that may cause the Companys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements include, among others, those factors listed under the caption Risk Factors of the Companys prospectus supplement for the offering described herein, dated April 3, 2020, and the accompanying base prospectus, dated April 1, 2020, relating to a registration statement on Form S-3 (File No. 333-236943) (the Registration Statement), that was filed with the U.S. Securities and Exchange Commission (SEC) on March 6, 2020. The Company cautions readers not to place undue reliance on any such forward-looking statements. 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, after the date of this report, except as required by law.
Item 8.01. |
Other Events. |
On April 3, 2020, the Company filed a new prospectus supplement to a base prospectus, dated April 1, 2020, relating to the Registration Statement (the Prospectus), in order to register and offer for sale the maximum number of shares of its 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the Series C Preferred Stock) available under that certain Dealer Manager Agreement with Gladstone Securities, LLC, dated February 20, 2020 (the Dealer Manager Agreement). The Company previously filed a prospectus supplement, dated February 20, 2020, to a base prospectus, dated April 12, 2017, relating to a registration statement on Form S-3 (File No. 333-217042) (the Prior Prospectus), to register and offer for sale a portion of the shares of Series C Preferred Stock pursuant to the Dealer Manager Agreement. As of April 3, 2020, no shares of Series C Preferred Stock have been sold under the Prior Prospectus.
Under the Prospectus and pursuant to the terms of the Dealer Manager Agreement, the Company may offer for sale up to (i) 20,000,000 shares of Series C Preferred Stock, on a reasonable best efforts basis, and (ii) 6,000,000 shares of Series C Preferred Stock pursuant to the Companys dividend reinvestment plan (the DRIP) to those holders of the Series C Preferred Stock who participate in such DRIP (the Offering). The foregoing description of the Dealer Manager Agreement is only a summary and is qualified in its entirety by the full text of the Dealer Manager Agreement, which was previously filed as Exhibit 1.1 to the Companys Current Report on Form 8-K filed with the SEC on February 20, 2020 and is incorporated by reference herein.
In connection with the Offering, the Company is filing legal opinions as Exhibit 5.1 and Exhibit 8.1, and consents thereto as Exhibit 23.1 and Exhibit 23.2, respectively, to this Current Report on Form 8-K, each of which is incorporated by reference into the Registration Statement.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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 | ||||||
April 3, 2020 | By: | /s/ Lewis Parrish | ||||
Lewis Parrish | ||||||
Chief Financial Officer |
Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
April 3, 2020
Gladstone Land Corporation
Suite 100
1521 Westbranch Drive
McLean, Virginia 22102
Re: Registration Statement on Form S-3 (Registration No. 333-236943)
Ladies and Gentlemen:
We have served as Maryland counsel to Gladstone Land Corporation, a Maryland corporation (the Company), in connection with certain matters of Maryland law arising out of the registration of (a) 20,000,000 shares (the Offering Shares) of 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the Series C Preferred Stock), of the Company, to be issued in a public offering (the Offering) pursuant to the Prospectus Supplement (as defined below) and the Dealer Manager Agreement (as defined below), and (b) 6,000,000 shares (the DRIP Shares and, together with the Offering Shares, the Shares) of Series C Preferred Stock, to be issued pursuant to the Prospectus Supplement and the Companys dividend reinvestment plan (the Plan), each covered by the above-referenced Registration Statement, and all amendments thereto (the Registration Statement), filed by the Company with the United States Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the 1933 Act).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the Documents):
1. The Registration Statement;
2. The Prospectus, dated April 1, 2020, as supplemented by a Prospectus Supplement, dated April 3, 2020 (the Prospectus Supplement), filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations promulgated under the 1933 Act;
3. The charter of the Company (the Charter), certified by the State Department of Assessments and Taxation of Maryland (the SDAT);
4. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
6. Resolutions (the Resolutions) adopted by the Board of Directors of the Company (the Board), relating to, among other matters, (a) the sale and issuance of the Shares, (b) the adoption of the Plan and (c) the authorization of the execution, delivery and performance by the Company of the Dealer Manager Agreement, certified as of the date hereof by an officer of the Company;
Gladstone Land Corporation
April 3, 2020
Page 2
7. The Dealer Manager Agreement, dated as of February 20, 2020 (the Dealer Manager Agreement), by and between the Company and Gladstone Securities LLC, a Delaware limited liability company;
8. The Plan, as described under the heading Dividend Reinvestment Plan in the Prospectus Supplement;
9. A certificate executed by an officer of the Company, dated as of the date hereof; and
10. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such partys obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. Upon issuance of any of the Shares, the total number of shares of Series C Preferred Stock issued and outstanding will not exceed the total number of shares of Series C Preferred Stock that the Company is then authorized to issue under the Charter.
6. The Shares will not be issued in violation of any restriction or limitation contained in Article 7 of the Charter.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
Gladstone Land Corporation
April 3, 2020
Page 3
2. The issuance of the Offering Shares has been duly authorized and, when and to the extent issued against payment therefor in accordance with the Registration Statement, the Prospectus Supplement, the Resolutions and the Dealer Manager Agreement, the Offering Shares will be validly issued, fully paid and nonassessable.
3. The issuance of the DRIP Shares has been duly authorized and, when and to the extent issued against payment therefor in accordance with the Registration Statement, the Prospectus Supplement, the Resolutions and the Plan, the DRIP Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Companys Current Report on Form 8-K relating to the Offering (the Current Report), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP
Exhibit 8.1
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150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6200 |
April 3, 2020
Gladstone Land Corporation
1521 Westbranch Drive, Suite 100
McLean, Virginia 22102
Re: Gladstone Land Corporation
Ladies and Gentlemen:
We have acted as tax counsel to Gladstone Land Corporation, a Maryland corporation (Gladstone), and Gladstone Land Limited Partnership, a Delaware limited partnership (the Operating Partnership), in connection with the issuance and sale of shares of Gladstones 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share, pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the SEC) on April 3, 2020 (the Prospectus Supplement) pursuant to the Securities Act of 1933, as amended (the Act), as part of a registration statement on Form S-3, File No. 333-236943 (the Registration Statement), which contains the base prospectus (the Prospectus). You have requested our opinion regarding certain U.S. federal income tax matters.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documentation and information provided by Gladstone as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In addition, Gladstone has provided us with, and we are relying upon, a certificate containing certain factual representations and covenants of duly authorized officers of Gladstone (the Officers Certificate) relating to, among other things, the actual and proposed operations of Gladstone, the Operating Partnership and the entities in which either holds, or has held, a direct or indirect interest (Gladstone, the Operating Partnership and such entities, collectively, the Company).
For purposes of this opinion, we have not independently verified the facts, statements, representations and covenants set forth in the Officers Certificate or in any other document. In particular, we note that the Company has engaged in, and may engage in, transactions in connection with which we have not provided legal advice, and have not reviewed, and of which we may be unaware. Consequently, we have relied on Gladstones representations that the facts, statements, representations and covenants presented in the Officers Certificate and other documents, or otherwise furnished to us, accurately and completely describe all material facts relevant to our opinion. We have assumed that all such facts, statements, representations and covenants are true without regard to any qualification as to knowledge, belief or intent. Our opinion is conditioned on the continuing accuracy and completeness of such facts, statements, representations and covenants. We are not aware of any facts inconsistent with such facts, statements, representations and covenants. Any material change or inaccuracy in the facts, statements, representations and covenants referred to, set forth, or assumed herein or in the Officers Certificate may affect our conclusions set forth herein.
In our review of certain documents in connection with our opinion expressed below, we have assumed (a) the genuineness of all signatures on documents that we have examined, (b) the authority and capacity of the individual or individuals executing such documents and (c) that each of the documents (i) has been duly authorized, executed and delivered, (ii) is authentic, if an original, or is accurate, if a copy, and (iii) has not been amended subsequent to our review. Where documents have been provided to us in draft form, we have assumed that the final executed versions of such documents will not differ materially from such drafts.
Our opinion also is based on the correctness of the following assumptions: (a) the entities comprising the Company have been and will continue to be operated in accordance with the laws of the jurisdictions in which they were formed and in the manner described in the relevant organizational documents, (b) there will be no changes in the applicable laws of the State of Maryland or of any other jurisdiction under the laws of which any of the entities comprising the Company have been formed and (c) each of the written agreements to which the Company is a party will be implemented, performed, construed and enforced in accordance with its terms.
Gladstone Land Corporation
Page 2
In rendering our opinion, we have considered and relied upon the Internal Revenue Code of 1986, as amended (the Code), the regulations promulgated thereunder (the Regulations), administrative rulings and other interpretations of the Code and the Regulations by the courts and the Internal Revenue Service (IRS), all as they exist at the date hereof. It should be noted that the Code, Regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof to any of the foregoing bases for our opinion could affect our conclusions set forth herein. In this regard, an opinion of counsel with respect to an issue represents counsels best judgment as to the outcome on the merits with respect to such issue, is not binding on the IRS or the courts, and is not a guarantee that the IRS will not assert a contrary position with respect to such issue or that a court will not sustain such a position if asserted by the IRS.
We express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America to the extent specifically referred to herein. In addition, we express no opinion on any issue relating to Gladstone, other than as expressly stated below.
Based on the foregoing and subject to the other qualifications, assumptions, representations and limitations included herein, we are of the opinion that:
1. Gladstone has been organized and has operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a REIT) pursuant to Sections 856 through 860 of the Code for its taxable years ended December 31, 2014 through December 31, 2019, and Gladstones organization and current and proposed method of operation will enable it to continue to qualify for taxation as a REIT for its taxable year ending December 31, 2020 and in the future.
2. The statements contained in the Prospectus under the caption Material U.S. Federal Income Tax Considerations and in the Prospectus Supplement under the caption Additional Material U.S. Federal Income Tax Considerations insofar as such statements constitute matters of law, summaries of legal matters, or legal conclusions, fairly present and summarize, in all material respects, the matters referred to therein.
Gladstones continued qualification and taxation as a REIT depend upon its ability to meet, through actual annual operating results, certain requirements relating to the sources of its income, the nature of its assets, its distribution levels, the diversity of its stock ownership and various other qualification tests imposed under the Code and the Regulations, the results of which are not reviewed by us. Accordingly, no assurance can be given that the actual results of Gladstones operations for the current taxable year or any future taxable years will satisfy the requirements for taxation as a REIT under the Code.
This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue. We will not review on a continuing basis the Companys compliance with the documents or assumptions set forth above, or the representations set forth in the Officers Certificate. Accordingly, no assurance can be given that the actual results of the Companys operations for the current taxable year or any future taxable years will satisfy the requirements for qualification and taxation as a REIT.
The foregoing opinion is based on current provisions of the Code and the Regulations, published administrative interpretations thereof, and published court decisions. The IRS has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification and taxation. No assurance can be given that the law will not change in a way that will prevent Gladstone from qualifying as a REIT.
The foregoing opinion is limited to the U.S. federal income tax matters addressed herein, and no other opinion is rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. This opinion letter speaks only as of the date hereof. We undertake no obligation to update any opinion expressed herein after the date of this letter. This opinion letter has been prepared in connection with the filing of the Prospectus Supplement and may not be relied upon by any other person or used for any other purpose without our express prior written consent, provided that this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities laws.
Gladstone Land Corporation
Page 3
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. We also consent to the reference to Bass, Berry & Sims PLC under the caption Legal Matters in the Prospectus Supplement. In giving this consent, we do not admit that we are in the category of persons whose consent is required by the Act or the rules and regulations promulgated thereunder by the SEC.
Sincerely,
/s/ Bass, Berry & Sims PLC