Terms

Series

6.00% Series B Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

6%

Rate Type

Fixed

Annual Dividend

$1.50

Payment Frequency

Monthly

Cumulative

Yes

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

January 10, 2022

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness, Any Future Capital Stock Expressly Designated As Senior To Series B Preferred Stock; Pari Passu With: 6.375% Series A Cumulative Term Preferred Stock, Any Future Capital Stock Expressly Designated As Parity With Series B Preferred Stock; Senior To: Common Stock, Any Future Capital Stock Expressly Designated As Junior To Series B Preferred Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

6,000,000

Prospectus Summary

Gladstone Land Corporation, an externally managed agricultural REIT, is offering up to 6,000,000 shares (plus 500,000 via DRIP) of its Series B Cumulative Redeemable Preferred Stock at a $25.00 liquidation preference, paying a fixed 6.00% annual dividend ($1.50/share) in monthly installments on or about the last business day of each month. The stock is cumulative — meaning any unpaid dividends accrue and must be paid in full before any distributions can be made to common stockholders — offering holders a degree of income protection, though the Board retains discretion on actual payment timing. The company may not redeem the shares before the later of January 10, 2022 or one year after the offering Termination Date, at which point it may call at $25.00 plus accrued dividends. The series has no stated maturity and is perpetual in nature. Series B Preferred ranks pari passu with Gladstone Land's 6.375% Series A Preferred Stock and senior to common stock with respect to dividends and liquidation distributions. It is junior to all of the company's existing and future indebtedness (~$292 million as of September 2017). Critically, because Gladstone Land is a holding company that operates through the Gladstone Land Limited Partnership and its subsidiaries, holders of Series B Preferred are structurally subordinated to all liabilities of those operating subsidiaries — claims against the issuer are satisfied only after all subsidiary-level obligations are settled. The company may redeem the shares early (before the normal first call date) solely to preserve its REIT qualification, which could occur if retaining the shares outstanding would cause the company to lose its tax-exempt REIT status. At par, the Series B Preferred yields 6.00% annually ($0.125/share per month). Because Gladstone Land is a REIT, dividends are generally not treated as qualified dividend income (QDI) eligible for the 15%/20% preferential federal tax rate, nor do they qualify for the corporate dividends-received deduction (DRD); they are typically taxed as ordinary income, return of capital, or capital gain distributions depending on the REIT's earnings composition. Dividends are paid monthly on or about the last business day of each month. If Series B dividends are in arrears for 18 or more consecutive months, preferred holders gain the right to elect two additional directors to the Board — the primary mechanism protecting holders against prolonged non-payment. Holders may also opt into a DRIP to reinvest dividends at $25.00/share.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

While Series B Preferred dividends are in arrears, dividends may not be paid on the company's common stock or any other class of capital stock ranking junior to the Series B Preferred Stock.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 54 (Average)