PreferredStockChannel
Gladstone Commercial Corp | 7.75% Series A Cumulative Redeemable Preferred Stock (GOODP)

Prospectus excerpt:   1,000,000 shares of 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). The underwriters have the option to purchase up to 150,000 additional shares of Series A Preferred Stock from us to cover over-allotments, if any.

Dividends: Investors will be entitled to receive preferential cumulative cash dividends on the Series A Preferred Stock at a rate of 7.75% per annum of the $25.00 per share liquidation preference (equivalent to $1.9375 per annum per share). Beginning on the date of issuance, dividends on the Series A Preferred Stock will be payable monthly in arrears. The first dividend will be payable on February 28, 2006. Dividends on the Series A Preferred Stock will be cumulative from (but excluding) the date of original issuance, which is expected to be January 26, 2006.

Maturity: The Series A Preferred Stock does not have any maturity date, and we are not required to redeem the Series A Preferred Stock. In addition, we are not required to set aside funds to redeem the Series A Preferred Stock. Accordingly, the shares of Series A Preferred Stock will remain outstanding indefinitely unless we decide in our sole discretion to redeem them.

Optional Redemption: We may not redeem the Series A Preferred Stock prior to January 30, 2011, except in limited circumstances relating to our continuing qualification as a REIT. On and after January 30, 2011, we may, at our option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, by payment of $25.00 per share, plus any accumulated and unpaid dividends to and including the date of redemption.

Liquidation Preference: If we liquidate, dissolve or wind up, holders of the Series A Preferred Stock will have the right to receive the $25.00 per share liquidation preference, plus any accumulated and unpaid dividends to and including the date of payment, but without interest, before any payment is made to the holders of our common stock, par value $0.001 per share (the “Common Stock”) or any other class or series of our capital stock ranking junior to the Series A Preferred Stock.

Rank: With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series A Preferred Stock will be equal in rank with all equity securities we issued the terms of which specifically provide that such equity securities rank on a parity with the Series A Preferred Stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up; senior to our Common Stock and junior to all our existing and future indebtedness.

Voting Rights: Holders of Series A Preferred Stock generally have no voting rights. However, if dividends on any shares of the Series A Preferred Stock are in arrears for 18 or more consecutive months, holders of the Series A Preferred Stock (voting together as a single class with holders of shares of any series of our preferred stock equal in rank with the Series A Preferred Stock upon which like voting rights have been conferred) will have the right to elect two additional directors to serve on our Board of Directors until such dividend arrearage is eliminated. In addition, we may not change the designations, rights, preferences, privileges or limitations in respect of the Series A Preferred Stock in a manner that would be materially adverse to the rights of holders of the Series A Preferred Stock without the affirmative vote of at least two-thirds of the shares of Series A Preferred Stock then outstanding.

Restrictions on Ownership and Transfer: Our articles of incorporation state that no person, directly or indirectly, may own more than 9.8% in value of our outstanding capital stock. Shares of Series A Preferred Stock acquired or transferred in breach of this limitation will be automatically deemed held in trust for the exclusive benefit of the transferees to whom that capital stock may be transferred without violating the 9.8% ownership limitation. In such event the purchaser-transferee shall not be entitled to vote or to participate in dividends or other distributions with respect to such stock. The Series A Preferred Stock is subject to the general restrictions on ownership and transferability described under “Certain Provisions of Maryland Law and of our Articles of Incorporation and Bylaws — Restrictions on Ownership of Shares” on page 19 in the accompanying prospectus.

Conversion: Shares of Series A Preferred Stock are not convertible into or exchangeable for any other securities or property.Use of Proceeds: We estimate that our net proceeds from the offering will be approximately $23.78 million (approximately $27.38 million if the underwriters’ over-allotment option is exercised in full). We intend to use the net proceeds from the offering of Series A Preferred Stock to repay outstanding indebtedness on our line of credit.Listing : We intend to file an application to list the Series A Preferred Stock on the Nasdaq National Market (“Nasdaq”) under the symbol “GOODP.” If the application is approved, trading of the Series A Preferred Stock on Nasdaq is expected to begin within 30 days after the date of initial delivery of the Series A Preferred Stock.

Full Prospectus PDF », GOOD Page »

Series:A
Redeemable?:Yes
Call Date:1/30/2011 (Now Trading Post Call Date)
Perpetual?:Yes
Cumulative?:Yes
Shares Offered:1,000,000
Overallotment:150,000
Liquidation Preference:$25
Recent Market Price:$25.14
Premium to Liquidation Preference:
(More Preferreds Trading at a Premium »)
$0.14 (0.56%)
Annualized Dividend:1.937499
Recent Ex-Date:9/16/2019
Current Yield:7.71%
Original Coupon:7.75%
Pay Period:Monthly
Gladstone Commercial is a holding company, engaged in a real estate investment trust. Co. focuses on acquiring, owning, and managing primarily office and industrial properties. On a selective basis, Co. may make long term industrial and office mortgage loans. Co.'s properties are geographically diversified and its tenants cover a range of business sectors and size from small to large private and public companies. Co. conducts substantially all of its business activities through an Umbrella Partnership Real Estate Investment Trust structure, by which all of Co.'s properties are held, directly or indirectly, by Gladstone Commercial Limited Partnership.

Preferreds: GOODP, GOODN, GOODO


Open the GOOD Information Page »
Name: 
Gladstone Commercial Corp
Website: 
www.GladstoneCommercial.com
Sector: 
REITs
Number of ETFs Holding GOOD: 
22 (see which ones)
Total Market Value Held by ETFs: 
$92,755,204
Total Market Capitalization: 
$714,000,000
% of Market Cap. Held by ETFs: 
12.99%

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