Gladstone Commercial Corporation Real Estate Investment Trust filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Date of Report (Date of earliest event Reported): June 2, 2025 (
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 30, 2025, Gladstone Commercial Limited Partnership (the “Operating Partnership”), the operating partnership through which Gladstone Commercial Corporation (the “Company”) conducts substantially all of its business activities, entered into a Term Loan Agreement by and among the Operating Partnership, as borrower, the subsidiary guarantors named therein, the Company as a guarantor, KeyBank National Association (“KeyBank”), as lender and agent, and certain other lenders that are a party thereto (the “Term Loan”) for an aggregate amount of $20.0 million.
The Term Loan is scheduled to mature on May 30, 2027, and will bear interest at a rate equal to either (i) the secured overnight financing rate (“SOFR”) plus a margin of 155 to 200 basis points, or (ii) a base rate plus a margin of 55 to 100 basis points. Borrowings under the Term Loan are unsecured. The Term Loan includes customary terms, covenants, events of default and constraints based on certain financial ratios for a term loan of its size and nature, including restrictions on the ability of the Operating Partnership, the Company and the subsidiary guarantors to: (i) incur debt; (ii) make investments; (iii) incur liens; (iv) undertake mergers, consolidations, asset sales and other fundamental entity changes; (v) make distributions; and (vi) enter into transactions with affiliates.
The Term Loan does not amend or otherwise alter the Company’s current Credit Facility, as described and defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Among other things, KeyBank serves as a lender under the Credit Facility.
The foregoing summary of the Term Loan is not complete and is qualified in its entirety by reference to the Term Loan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| 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 under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | ||
| 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) | ||||||
| Date: June 2, 2025 |
By: |
/s/ Gary Gerson | ||||
| Gary Gerson | ||||||
| Chief Financial Officer | ||||||