ROYAL
OAK, Mich., Oct. 28,
2024 /PRNewswire/ -- Agree Realty Corporation
(NYSE: ADC) (the "Company") today announced that it has
completed its public offering of 5,060,000 shares of its common
stock, which includes the underwriters' full exercise of their
option to purchase additional shares, pursuant to the forward sale
agreements described below.
Citigroup and Wells Fargo Securities acted as joint book-running
managers for the offering.
The Company has entered into forward sale agreements with
Citibank, N.A. and Wells Fargo Bank, National Association (the
"forward purchasers") with respect to 5,060,000 shares of its
common stock. In connection with the forward sale agreements, the
forward purchasers or their affiliates borrowed and sold to the
underwriters an aggregate of 5,060,000 shares of the common stock
delivered in this offering. Subject to its right to elect
cash or net share settlement, which right is subject to certain
conditions, the Company intends to deliver, upon physical
settlement of such forward sale agreements on one or more dates
specified by the Company occurring no later than December 31, 2025, an aggregate of 5,060,000
shares of its common stock to the forward purchasers in exchange
for cash proceeds per share equal to the applicable forward sale
price, which will be the public offering price of $74.00 per share, less underwriting discounts and
commissions, and will be subject to certain adjustments as provided
in the forward sale agreements.
The Company has not received any proceeds from the sale of
shares of its common stock by the forward purchasers. The
Company expects to use the net proceeds, if any, it receives upon
the future settlement of the forward sale agreements for general
corporate purposes, including to fund property acquisitions and
development activity or the repayment of outstanding indebtedness
under its revolving credit facility. Selling common stock
through the forward sale agreements enables the Company to set the
price of such shares upon pricing the offering (subject to certain
adjustments) while delaying the issuance of such shares and the
receipt of the net proceeds by the Company until the expected
funding requirements described above have occurred.
Copies of the prospectus supplement relating to this offering
may be obtained by contacting: Citigroup Global Markets Inc.: c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717 (Tel:
800-831-9146) or Wells Fargo Securities, LLC, Attention: WFS
Customer Service, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, at 800-645-3751 or
email: wfscustomerservice@wellsfargo.com.
This offering was made pursuant to an effective shelf
registration statement and related prospectus filed by the Company
with the Securities and Exchange Commission ("SEC"). The
offering of the securities was made only by means of a prospectus
supplement and accompanying prospectus, which are on file with the
SEC. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy any securities nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
About Agree Realty Corporation
Agree Realty Corporation is a publicly traded real estate
investment trust that is RETHINKING RETAIL
through the acquisition and development of properties net leased to
industry-leading, omni-channel retail tenants. As of September 30, 2024, the Company owned and
operated a portfolio of 2,271 properties, located in 49 states and
containing approximately 47.2 million square feet of gross leasable
area. The Company's common stock is listed on the New York Stock
Exchange under the symbol "ADC".
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws, including statements
about the intended use of proceeds from the offering, if any, and
future settlement of its forward sales agreements, that represent
the Company's expectations and projections for the future. No
assurance can be given that the forward sales discussed above will
be completed on the terms described or at all, or that the net
proceeds of the offering will be used as indicated. Although these
forward-looking statements are based on good faith beliefs,
reasonable assumptions and the Company's best judgment reflecting
current information, you should not rely on forward-looking
statements since they involve known and unknown risks,
uncertainties and other factors which are, in some cases, beyond
the Company's control and which could materially affect the
Company's results of operations, financial condition, cash flows,
performance or future achievements or events. Currently, one of the
most significant factors, however, is the adverse effect of
macroeconomic conditions, including inflation and the potential
impacts of pandemics, epidemics or other public health emergencies
or fear of such events on the financial condition, results of
operations, cash flows and performance of the Company and its
tenants, the real estate market and the global economy and
financial markets. The extent to which macroeconomic trends may
impact us and our tenants will depend on future developments, which
are highly uncertain and cannot be predicted with confidence.
Moreover, investors are cautioned to interpret many of the risks
identified in the risk factors discussed in the Company's Annual
Report on Form 10-K for the year ended December 31, 2023 and other SEC filings, as well
as the risks set forth below, as being heightened as a result of
the ongoing and numerous adverse impacts of macroeconomic
conditions. Additional important factors, among others, that may
cause the Company's actual results to vary include the general
deterioration in national economic conditions, weakening of real
estate markets, decreases in the availability of credit, increases
in interest rates, adverse changes in the retail industry, the
Company's continuing ability to qualify as a REIT and other factors
discussed in the Company's reports filed with the SEC. The
forward-looking statements included in this press release are made
as of the date hereof. Unless legally required, the Company
disclaims any obligation to update any forward-looking statements,
whether as a result of new information, future events, changes in
the Company's expectations or assumptions or otherwise.
For further information about the Company's business and
financial results, please refer to the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
"Risk Factors" sections of the Company's SEC filings, including,
but not limited to, its Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q.
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SOURCE Agree Realty Corporation