Gladstone Commercial Corporation
NASDAQ: GOOD
Public Non-Listed Senior Common Stock Offering
Dealer Manager: Gladstone Securities, LLC
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Forward-Looking Statements
This free writing prospectus has been prepared for informational
purposes
only from information supplied by Gladstone Commercial Corporation.
All statements contained in this free writing prospectus, other
than historical
facts, may constitute 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. Words such
as anticipates,
expects,
intends,
plans,
believes,
seeks,
estimates
and variations of these words and other similar expressions are
intended to identify forward-looking statements. Readers
should not rely upon forward- looking statements because the
matters that they describe are subject to known and unknown
risks and uncertainties that could cause Gladstone Commercial
Corporations business, financial condition, liquidity,
results of operations, funds from operations or prospects to
differ materially from those expressed in or implied by such
statements. Such risks and uncertainties are disclosed under
the caption Risk Factors in the prospectus
supplement and the accompanying prospectus for the offering to
which this free writing prospectus relates, in Gladstone
Commercial Corporations most recent Annual Report on Form
10-K, in Gladstone Commercial Corporations Quarterly
Reports on Form 10-Q and in the other information that Gladstone
Commercial Corporation
files with the SEC. Other than as required by
applicable law, Gladstone Commercial Corporation shall have no
obligation or undertaking to update or revise any forward
looking statements to reflect any change in expectations,
results or events. 1 |
Free Writing Prospectus
2
Neither the Securities and Exchange Commission, or SEC, nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or the adequacy of this free
writing prospectus, the prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal
offense. This free writing prospectus only relates to the
securities of Gladstone Commercial Corporation described in the
prospectus supplement, dated March 28, 2011, as amended, and the accompanying prospectus, dated
September 27, 2010, that was included in Gladstone Commercial
Corporations registration statement on Form S-3 (File
No. 333-169290) which was filed with the SEC on September 9, 2010 and subsequently
amended on September 23, 2010. This free writing prospectus should
be read in conjunction with the prospectus
supplement,
amendments
thereto
dated
May
25,
2011
and
March
27,
2013
and
the
accompanying prospectus.
To view the prospectus supplement, amendments thereto dated May 25,
2011 and March 27, 2013 and the accompanying
prospectus
which
relate
to
this
offering,
click
the
following
link:
or
on
the
website that relates to this offering at
www.GladstoneCommercial.info. Gladstone Commercial
Corporations central index key on the SECs Web site is 0001234006.
Gladstone Commercial Corporation has filed a registration statement on
Form S-3 (including a prospectus and a prospectus
supplement) with the SEC for the offering to which this communication relates. Before
you invest, you should read the prospectus and the prospectus
supplement in that registration statement and other documents
Gladstone Commercial Corporation has filed with the SEC for more complete
information about Gladstone Commercial Corporation and this offering.
You may obtain these documents for
free
by
visiting
EDGAR
on
the
SEC
Web
site
at
www.sec.gov
or
by
clicking
on
the
links
above.
Alternatively,
Gladstone
Commercial
Corporation,
any
underwriter
or
any
dealer
participating
in
the
offering
will
arrange
to
send
to
you
the
prospectus
and
prospectus
supplement
if
you
request
it
by
contacting
Gladstone
Securities,
LLC,
1521
Westbranch
Drive,
Suite
200,
McLean,
VA
22102;
Attention:
Investor
Relations
or
by
calling
1
(703)
287-5900. |
Risk Factors
An
investment
in
shares
of
Senior
Common
Stock
involves
substantial
risks.
You
should
purchase
our
securities
only
if
you
can
afford
a
complete
loss
of
your
investment.
Please
read
and
consider
the
risk
factors
in
the
prospectus
supplement
and
prospectus
before
purchasing
any
securities.
The
most
significant
risk
factors
include:
Risks Relating to Our Senior Common Stock and this Offering:
There is no established public trading market for shares of Senior
Common Stock, and we have no plans to list these shares on a
national securities exchange. We established the offering price
of shares of Senior Common Stock on an arbitrary basis, and, as a result, the actual value of
your investment may be substantially less than what you pay.
The calculation of the Exchange Ratio could result in a deterrent to
your exchanging shares of Senior Common Stock for shares of
Listed Common Stock if shares of Listed Common Stock are trading at lower levels at the time that you desire to
exchange your shares.
Your
ability
to
redeem
shares
of
Senior
Common
Stock
pursuant
to
our
share
redemption
program
is
limited
to
the
proceeds
generated by our distribution reinvestment plan, and the share
redemption program may be amended, suspended or terminated by
our Board at any time without stockholder approval. If you do
not agree with the decisions of our Board, then you will not be able to influence changes in our policies and
operations
because
holders
of
shares
of
Senior
Common
Stock
will
generally
have
no
voting
rights.
Our charter contains restrictions on the ownership and transfer of
shares of our capital stock, and these restrictions may inhibit
your ability to sell your shares
of
Senior Common Stock promptly, or at all.
Our Dealer Manager is one of our affiliates, and, therefore, an
investor in shares of Senior Common Stock would not have the
benefit of an independent underwriter who has performed an independent
due diligence review. Highly
leveraged
tenants
and
borrowers
may
be
unable
to
pay
rent
or
make
mortgage
payments,
which
could
adversely
affect
our cash available to make distributions to holders of our Senior
Common Stock. 3 |
Risk Factors (continued)
Risks Relating to Our Company and Our Operations
Our business strategy relies heavily on external financing, which may
expose us to risks associated with leverage such as
restrictions on additional borrowing and payment of distributions to stockholders, risks
associated
with
balloon
payments,
and
risk
of
loss
of
our
equity
upon
foreclosure.
We are subject to certain risks associated with real estate ownership
and lending which could reduce the value of our investments,
including but not limited to, changes in the general economic climate; changes in
local conditions such as an oversupply of space or reduction in demand
for real estate; changes in interest rates and the availability
of financing; competition from other available space; and changes in laws and
governmental regulations, including those governing real estate usage,
zoning and taxes. Our
properties
may
be
subject
to
impairment
charges,
which
could
adversely
affect
our
results
of
operations and FFO.
Illiquidity
of
real
estate
investments
may
make
it
difficult
for
us
to
sell
properties
in
response
to
market
conditions
and
our
properties
may
include
special
use
and
single
or
multi-tenant
properties
that
may
be
difficult to sell or re-lease upon tenant defaults or early lease
terminations which could harm our financial condition and
ability to make distributions. Our
real
estate
investments
have
a
limited
number
of
tenants,
many
of
which
are
small-
and
medium-sized
businesses, and are concentrated in a limited number of industries,
which subjects us to an increased risk of significant
loss
if
any
one
of
these
tenants
is
unable
to
pay
or
if
particular
industries
experience
downturns.
4 |
Risk Factors (continued)
Risks
Relating
to
Our
Company
and
Our
Operations
(continued
from
previous
slide)
We may be unable to renew leases, lease vacant space or re-lease
space as leases expire, which could adversely affect our
business and our ability to make distributions to our stockholders.
We
may
enter
into
sale-leaseback
transactions,
whereby
we
would
purchase
a
property
and
then
lease
the
same
property
back
to
the
person
from
whom
we
purchased
it.
If
a
sale-leaseback
transaction
is
re-
characterized in a tenants bankruptcy proceeding, our financial
condition could be adversely affected. We are dependent upon
our key management personnel, who are employed by our Adviser, for our future
success. The departure of any of our executive officers or key
employees could have a material adverse effect on our ability
to implement our business strategy and to achieve our investment objectives.
Our
success
depends
on
the
performance
of
our
Adviser
and
if
our
Adviser
makes
inadvisable
investment
or management decisions, our operations could be materially adversely
impacted. We may have conflicts of interest with our Adviser
and other affiliates, including but not limited to the
following conflicts: (i) our Adviser may realize substantial
compensation on account of its activities on our behalf,
and
may,
therefore,
be
motivated
to
approve
acquisitions
solely
on
the
basis
of
increasing
compensation to itself; (ii) we may experience competition with our
affiliates for financing transactions; (iii) our Adviser may
earn fee income from our borrowers or tenants; and (iv) our Adviser and other
affiliates could compete for the time and services of our officers and
directors. If
we
fail
to
qualify
as
a
REIT,
our
operations
and
dividends
to
stockholders
would
be
adversely
impacted.
To the extent that our distributions represent a return of capital for
tax purposes, you could recognize an increased capital gain
upon a subsequent sale of your stock. 5 |
Offering Summary: Senior Common Stock
6
Issuer:
Gladstone Commercial Corporation
Current Status:
A
public reporting company with 11,226,502 shares
of Listed Common Stock outstanding (symbol: GOOD)
Security Offered:
Senior Common Stock (registered, non-listed)
Distribution Preference:
Distribution payments have a senior preference over
Listed Common Stock but are subordinate to
Preferred Stock
Distribution Rate:
$1.05 per share per annum, declared daily and
paid at the rate of $0.0875 per share per month
Please note: distributions are not guaranteed
Offer Price:
$15 per share
Shares Offered:
3,000,000 shares in primary offering and 500,000
shares pursuant to distribution reinvestment plan
Minimum Purchase:
200 shares having an aggregate minimum purchase
price of $3,000
The information on this page is accurate as of March 1, 2013.
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Offering Summary: Senior Common Stock (continued)
Initial Liquidity:
Non-listed, but with limited liquidity through
share redemption program based upon cash
proceeds generated by distribution
reinvestment plan
Conversion Liquidity:
Holders of Senior Common Stock have the right to
convert into shares of Listed Common Stock five
years after the date on which shares of Senior
Common Stock were originally purchased
Conversion Ratio:
Purchase price ($15.00) divided by the
greatest of:
(i) the closing trading price of Listed Common
Stock on the date on which shares of Senior
Common Stock were originally issued,
(ii) the book value per share of the Listed
Common Stock as determined as of the date on
which shares of Senior Common Stock were
originally issued, or
(iii) $13.68
7 |
The Importance of Being Senior to Listed Common
Please Note: Distributions on Senior Common Stock have preference
over those paid on Listed Common Stock, but are subordinate to
those paid on existing and future series of Preferred
Stock 8 |
Additional Information
Annual distributions to be paid on 3 million shares of Senior Common
Stock would be $3.15 million
Total distributions paid to Listed Common Stockholders for the year
ended December 31, 2012 were $16.43 million
The
distribution
on
the
Listed
Common
Stock
was
$0.125
per
month
or
$1.50
for
the last 12 months
Cumulative: Distributions paid on shares of Senior Common Stock cannot
be decreased and are cumulative
Successful track record of not reducing distributions on Listed Common
Stock since inception in 2003
Please note: distributions are not guaranteed
Valuation: The value of shares of Senior Common Stock will be published
every quarter beginning in the quarter ending September 30,
2014 Not Callable: Shares of Senior Common Stock are generally not
callable prior to September 1, 2017
9 |
Fees & Expenses
If Gladstone Commercial sells 3,000,000 shares of the Senior Common
Stock in the primary offering, 11% of the proceeds will be used
to pay sales commissions, dealer manager fees, and other
offering expenses Gladstone Commercial pays its affiliated
investment adviser, Gladstone Management Corporation:
(i) an advisory fee of 2% of total stockholders
equity less the value of
any preferred shares, and
(ii) a performance-based incentive fee
10 |
What kind of REIT is Gladstone Commercial?
Gladstone Commercial is a publicly-traded equity REIT incorporated
in 2003 to purchase
commercial
and
industrial
properties
that
are
leased
to
tenants
pursuant
to
triple
net
leases
(e.g.,
the
tenant
pays
taxes,
insurance
and
maintenance)
Gladstone Commercial files annual and quarterly reports, proxy
statements and other information with the SEC, issues press
releases, conducts quarterly earnings calls with stockholders and
has a full-scale investor relations department that utilizes
a publicly-available investor relations website Owns 80
properties in the US:
purchase price was $619 million
geographically diversified in 24 states
diversified by property type in 19 distinct tenant industries
diversified by 63 different tenants
98% occupied and paying as agreed
The information on this page is accurate as of March 1, 2013. Past
performance is not indicative of future results. 11
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Gladstone Commercials Investment Adviser: Gladstone
Management 12
Team of greater than 50 people: origination offices in McLean, VA; New
York, NY; Chicago, IL; and Los Angeles, CA
Should we make this two because of Chips resignation? Cutlip works
for the Advier and is senior and involved in the management of
GOOD so that would make three?
Two senior managers lead the company and each has more than 25
years of experience in business
Manages four publicly-traded entities with approximately $1 billion
of assets under management
Dual underwriting process for Gladstone Commercial:
the tenant: as if making a loan to the tenant
the real estate: with appraisals, studies and visits
The information on this page is accurate as of March 1, 2013. Past
performance is not indicative of future results |
Dual Focus on Tenant and Real Estate Underwriting
13
Conduct an MAI Appraisal on each
property
Site visit to review property
Survey brokers in the area to verify
the value of similar properties
Phase I or II environmental report
and purchase environmental liability
insurance in certain cases
Engineering report to assure the
building is structurally sound
Zoning and title report to assure that
there are no deed problems
Due Diligence on the Real Estate
Detailed underwriting of the
tenants business
Review tenants financial
statements and projections
Prove out the cash flow of the
tenants business
Investigate the management of the
tenants business
Determine the tenants risk rating
and the probability of default
using a proprietary tenant risk
rating system
Due Diligence on the Tenant |
Gladstone Commercials Business Model
Long term leases that generally have 10-
to 15-year initial terms
Property that is leased is key to the operations of the tenants
business Lease escalations that are tied to the Consumer Price
Index (with minimums) or that have fixed escalations
Low overhead expenses with triple-net leases that allow Gladstone
Commercial to defray certain costs (e.g., tenants pay for
maintenance, taxes and insurance)
Flexible financing to provide funding for capital improvements to
properties
Credit enhancement capabilities that allow Gladstone Commercial
Corporation to cross guarantee and corporate guarantee leases
The information on this page is accurate as of March 1, 2013. Past
performance is not indicative of future results. 14
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Our Investment Advisers Origination Offices
15
Gladstone Commercials investment advisers origination
offices are located in McLean, VA; Chicago, IL; New York, NY; and
Los Angeles, CA. The information on this page is accurate as of
March 1, 2013. |
16
Geographic Diversity of Gladstone Commercials Properties
The information on this page is accurate as of March 1, 2013.
|
Gladstone Commercials Focus on Certain Industries
Light manufacturing
Manufacturing of small products
Specialty manufacturing
Custom and precision manufacturing and food processing
Established software companies
With established customers that must have this type of software
Business services
Service companies or logistic services, including
telecommunications Medical services
Buildings used to provide medical services
Retail
Buildings used to sell to retail and wholesale customers
Data
Buildings used to store data
17 |
18
Industry Diversification of Gladstone Commercials Properties
Staples Contract & Commercial, Inc.
A 487,121 sq. ft. office/industrial
building in Orange City, IA
The property is leased to the
commercial delivery and fulfillment
division of Staples, Inc., on a long-term
lease |
19
Industry Diversification of Gladstone Commercials Properties
Expedient Communications
A 26,080 sq. ft. data center in Pittsburgh, PA,
leased long-term to Expedient Communications
-
a regional managed services and collocation
provider
Serves as the technical headquarters for the 8
medium and large data centers which make up
the Expedient portfolio including Baltimore,
Boston, Indianapolis and Columbus
A heavily invested in building with state-of-the-
art redundant power systems, cooling systems,
and extensive raised floor space |
20
Industry Diversification of Gladstone Commercials Properties
D
Paychex
25,000 square foot newly-constructed one-story
commercial office building located in Boston
Heights, OH
100% leased to Paychex North America, Inc., a
subsidiary of Paychex, Inc.
The Property was completed as a build-to-suit
for Paychex
The Property will be used for payroll and tax
preparation services and house the regional sales
staff covering the greater-Cleveland area
|
21
Industry Diversification of Gladstone Commercials Properties
14,560 sq. ft. retail building in Springfield,
MO fully leased to Walgreen Co.
NNN Lease with 18.2 years remaining on
primary term; expires February 2030
Walgreen Co., incorporated in 1909, is the
largest drugstore chain in the United States
(by retail store sales)
Walgreens had revenue of $72.2 billion and
EBITDA of $5.0 billion in the FY ending
August 31, 2011
Walgreens |
Gladstone Commercial Highlights
Successful track record of not reducing distributions on Listed Common
Stock since inception in 2003 Please
note: distributions are not guaranteed Experienced
management team that has a successful track record of
underwriting both tenants and real estate
Conservative dual underwriting strategy that focuses on the cash
flow of the
tenant and the value of the real estate
Business model that emphasizes deal flow from strategic relationships
with real estate intermediaries
Market opportunity to capitalize on the lack of buyers of real estate
leased to mid-sized businesses
Focus on steady rental streams from tenants used to pay distributions to
stockholders
Annual distributions to be paid on 3 million shares of Senior Common
Stock would be $3.15 million
Total distributions paid to Listed Common Stockholders for the year
ended December 31, 2012 were $16.43 million
22 |
Senior Common Stock Highlights
7% Annual Yield: Distribution rate of $1.05 per share per
annum Monthly Distributions: Paid at the rate of $0.0875
per share per month
Please note: distributions are not guaranteed
Distribution Preference:
Distribution payment preference over Listed Common
Stock but subordinate to existing and future series of Preferred
Stock
Assets in Place: Company has rent paying buildings in place
Experienced Management: More than fifty people on management
team Conversion Liquidity: Holders of Senior Common Stock
have the option to convert into shares of Listed Common Stock
after five-years Conditional Liquidity: Quarterly
repurchase of shares of Senior Common Stock limited by cash
proceeds generated by the reinvestment plan Valuation: The
value of shares of Senior Common Stock will be published every
quarter ending September 30, 2014
23 |