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GOOD > SEC Filings for GOOD > Form 8-K on 5-Jun-2014All Recent SEC Filings




Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

On June 3, 2014, Gladstone Commercial Corporation (the "Company"), a Maryland corporation, and Gladstone Commercial Limited Partnership (the "Operating Partnership"), a Delaware limited partnership entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC ("Jefferies"), as representative of the several underwriters named in Schedule A annexed thereto (the "Underwriters"). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 1,400,000 shares of common stock, par value $0.001 per share, at a per share purchase price to the public of $17.00 (the "Common Stock"). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 210,000 shares of Common Stock. The Common Stock was offered and sold pursuant to a prospectus supplement, dated June 3, 2014, and a base prospectus, dated September 24, 2013, relating to the Company's effective shelf registration statement on Form S-3 (File No. 333-190931). The Company expects the transaction to close on June 6, 2014.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

  No.                                     Description

 1.1         Underwriting Agreement, dated as of June 3, 2014, by and among
             Gladstone Commercial Corporation, Gladstone Commercial Limited
             Partnership and Jefferies LLC, as representative of the several
             underwriters listed in Schedule A annexed thereto.

 5.1         Opinion of Venable LLP, dated June 5, 2014, regarding the legality of

23.1         Consent of Venable LLP (included in Exhibit 5.1 hereto).

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