BLOOMFIELD HILLS, Mich., May 25, 2022
/PRNewswire/ -- Agree Realty Corporation (NYSE: ADC) (the
"Company") today announced the pricing of its public offering of
5,000,000 shares of its common stock at a public offering price of
$68.65 per share in connection with
the forward sale agreements described below. The Company also
granted the underwriters a 30-day option to purchase up to an
additional 750,000 shares of common stock. The offering is expected
to close on or about May 31,
2022.
Citigroup and Wells Fargo Securities are acting 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 5,000,000 shares of its
common stock (and expects to enter into forward sale agreements
with respect to an aggregate of 5,750,000 shares if the
underwriters exercise their option to purchase additional shares in
full). In connection with the forward sale agreements, the forward
purchasers or their affiliates are expected to borrow and sell to
the underwriters an aggregate of 5,000,000 shares of the common
stock that will be delivered in this offering (or an aggregate of
5,750,000 shares if the underwriters exercise their option to
purchase additional shares in full). 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 May 26, 2023, an aggregate of 5,000,000 shares of
its common stock (or an aggregate of 5,750,000 shares if the
underwriters exercise their option to purchase additional shares in
full) 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, less underwriting discounts and commissions,
and will be subject to certain adjustments as provided in the
forward sale agreements.
The Company will not initially receive 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,
when available, 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, 500 West
33rd Street, 14th Floor, New York, New York 10001, Attention: Equity
Syndicate Department, telephone: (800) 326-5897, email:
cmclientsupport@wellsfargo.com.
This offering is being made pursuant to an effective shelf
registration statement and related prospectus filed by the Company
with the Securities and Exchange Commission ("SEC"). A
prospectus supplement relating to the offering will be filed 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 March 31, 2022, the Company owned and operated a
portfolio of 1,510 properties, located in 47 states and containing
approximately 31.0 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 terms and size of the offering, 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
offering 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
potential adverse effect of the current pandemic of the novel
coronavirus, or COVID-19, 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 COVID-19 impacts the Company
and its tenants will depend on future developments, which are
highly uncertain and cannot be predicted with confidence, including
the scope, severity and duration of the pandemic, the actions taken
to contain the pandemic or mitigate its impact, and the direct and
indirect economic effects of the pandemic and containment measures,
among others. 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, 2021 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
COVID-19. 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