BLOOMFIELD HILLS, Mich., May 31, 2022
/PRNewswire/ -- Agree Realty Corporation (NYSE: ADC) (the
"Company") today announced that it has completed its public
offering of 5,750,000 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 5,750,000 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 5,750,000 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 May 26,
2023, an aggregate of 5,750,000 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 $68.65 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, 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 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 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 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 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