UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) February 4, 2022 (
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Item 1.01. Entry into a Material Definitive Agreement.
On February 3, 2022, Gladstone Land Corporation, a Maryland corporation (the “Company”), as guarantor, and Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership, as borrower (collectively, “Gladstone”), entered into a First Amendment to Loan Agreement (the “Amendment”) with Metropolitan Life Insurance Company (“MetLife”) amending the terms of the Loan Agreement, dated February 20, 2020, by and among the Company, the Operating Partnership and MetLife (the “Credit Facility”).
The Amendment increases the overall size of the Credit Facility by $100.0 million through the addition of a new $100.0 million long-term note payable (the “New MetLife Term Note”). The New MetLife Term Note is scheduled to mature on January 5, 2032. The interest rates for disbursements under the New MetLife Term Note will be a fixed interest rate based on the 10-year U.S. Treasury at the time of the disbursement with the initial disbursement priced based on the 10-year U.S. Treasury, plus 2.00%. In addition, an unused fee ranging from 0.10% to 0.20% (based on the balance drawn) will be charged on undrawn amounts. If the full commitment of $100.0 million is not utilized by December 31, 2024, MetLife has no obligation to disburse the remaining funds under the New MetLife Term Note. As part of the Amendment, Gladstone paid aggregate fees of approximately $250,000 to MetLife.
The Amendment does not change the terms of the existing Credit Facility and includes 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 Amendment is not complete and is qualified in its entirety by reference to a copy the Amendment, which will be filed with the Company’s next periodic report, as well as the Credit Facility, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 20, 2020, and is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial 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.
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 | ||||||
| February 4, 2022 | By: | /s/ Lewis Parrish | ||||
| Lewis Parrish | ||||||
| Chief Financial Officer | ||||||