ROYAL
OAK, Mich., Oct. 24,
2024 /PRNewswire/ -- Agree Realty Corporation
(NYSE: ADC) (the "Company") today announced that it commenced
an underwritten public offering of 4,000,000 shares of its common
stock in connection with the forward sale agreements described
below. In connection with the offering, the Company expects
to grant the underwriters a 30-day option to purchase up to an
additional 600,000 shares of common stock.
Citigroup and Wells Fargo Securities are acting as joint
book-running managers for the offering.
The Company expects to enter into forward sale agreements with
Citibank, N.A. and Wells Fargo Bank, National Association (the
"forward purchasers") with respect to 4,000,000 shares of its
common stock (or an aggregate of 4,600,000 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 4,000,000 shares of the common
stock that will be delivered in this offering (or an aggregate of
4,600,000 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, an aggregate of 4,000,000 shares of its
common stock (or an aggregate of 4,600,000 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, Attention: WFS
Customer Service, 608 2nd Avenue South, Suite
1000, Minneapolis, MN 55402, at 800-645-3751 or
email: wfscustomerservice@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 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 terms and size of the offering, the intended use of
proceeds from the offering, if any, 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 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