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) May 26, 2021 (
(Exact Name of Registrant as Specified in Charter)
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Emerging growth company
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 21, 2021, Gladstone Land Corporation (the “Company”) entered into amendments to each of the three separate agreements of purchase and sale (collectively, the “Amendments”) with King and Gardiner Farms, LLC and Gardiner Family, LLC (and in the case of one such amendment, also with V. Lions Operations, L.P.) that the Company entered into on January 27, 2021 (the “Agreement”). The Amendments reduce the aggregate purchase price from approximately $90.0 million to approximately $81.2 million and reduce the banked water from approximately 75,000 acre-feet to approximately 45,000 acre-feet. The Amendments continue to be subject to certain conditions and all other material terms of the Agreement remain the same.
The transaction is expected to close through a wholly-owned subsidiary of the Company’s operating partnership in multiple phases, with the first phase expected to close during the three months ending June 30, 2021, and the final phase completed by the three months ending December 31, 2021. However, there can be no assurance that this prospective acquisition will be consummated by a certain time, or at all.
Certain statements in this filing, including, but not limited to, the Company’s ability to consummate the prospective acquisition, 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 filing. 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 | ||||||
| May 26, 2021 | By: | /s/ Lewis Parrish | ||||
| Lewis Parrish | ||||||
| Chief Financial Officer | ||||||