Agree Realty Corp Enters Material Definitive Agreement

TL;DR

AGREE REALTY CORP just signed a big deal, watch their financials.

AI Summary

Agree Realty Corporation entered into a Material Definitive Agreement on May 13, 2024, related to a direct financial obligation. The company, incorporated in Maryland, has its principal executive offices at 32301 Woodward Avenue, Royal Oak, MI.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Agree Realty Corporation, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce new risks related to debt, performance, and market conditions.

Key Players & Entities

• Agree Realty Corporation (company) — Registrant
• May 13, 2024 (date) — Date of earliest event reported
• 32301 Woodward Avenue, Royal Oak, MI (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value ADC New York Stock Exchange
• $450 million — eted an underwritten public offering of $450 million in aggregate principal amount of its 5.
• $50,000,000 — tstanding principal amount in excess of $50,000,000 at final maturity or upon acceleration
• $440.8 m — o the Parent Guarantor of approximately $440.8 million, after deducting the underwriting

Filing Documents

• tm2414112d1_8k.htm (8-K) — 47KB
• tm2414112d1_ex4-2.htm (EX-4.2) — 118KB
• tm2414112d1_ex5-1.htm (EX-5.1) — 42KB
• tm2414112d1_ex5-2.htm (EX-5.2) — 42KB
• tm2414112d1_ex5-3.htm (EX-5.3) — 46KB
• tm2414112d1_ex5-4.htm (EX-5.4) — 15KB
• tm2414112d1_ex5-1img001.jpg (GRAPHIC) — 9KB
• tm2414112d1_ex5-2img001.jpg (GRAPHIC) — 9KB
• tm2414112d1_ex5-2img002.jpg (GRAPHIC) — 11KB
• tm2414112d1_ex5-4img001.jpg (GRAPHIC) — 9KB
• 0001104659-24-060580.txt ( ) — 631KB
• adc-20240513.xsd (EX-101.SCH) — 3KB
• adc-20240513_def.xml (EX-101.DEF) — 26KB
• adc-20240513_lab.xml (EX-101.LAB) — 36KB
• adc-20240513_pre.xml (EX-101.PRE) — 25KB
• tm2414112d1_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

03 Creation of a Direct Financial

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On May 13, 2024, Agree Limited Partnership (the "Issuer"), a Delaware limited partnership and subsidiary of Agree Realty Corporation, a Maryland corporation (the "Parent Guarantor"), completed an underwritten public offering of $450 million in aggregate principal amount of its 5.625% Notes due 2034 (the "Notes"). The Notes are fully and unconditionally guaranteed (the "Guarantee") by the Parent Guarantor and certain wholly owned subsidiaries of the Issuer that guarantee the Issuer's debt or the debt of any other guarantor (the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"). The terms of the Notes are governed by an indenture, dated as of August 17, 2020 (the "Base Indenture"), by and among the Issuer, the Parent Guarantor and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the "Trustee"), as amended and supplemented by an officer's certificate, dated as of May 13, 2024, by and among the Issuer, the Parent Guarantor and the Trustee (the "Indenture Officer's Certificate" and, together with the Base Indenture, the "Indenture"). The Indenture contains various restrictive covenants, including limitations on the ability of the Guarantors and the Issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. Copies of the Base Indenture, the Indenture Officer's Certificate, the form of Note, and the form of Guarantee, the terms of which are hereby incorporated herein by reference, are filed or incorporated by reference as Exhibits 4.1, 4.2, 4.3, and 4.4, respectively, to this Current Report on Form 8-K (this "8-K"). Pursuant to the Underwriting Agreement among the Issuer, the Guarantors and the underwriters named therein (the "Underwriters") filed as Exhibit 1.1 to the Company's Current Report on Form 8-K

01 Other Events

Item 8.01 Other Events. The offering closed on May 13, 2024 and resulted in net proceeds to the Parent Guarantor of approximately $440.8 million, after deducting the underwriting discount and the estimated offering expenses payable by the Issuer. The Notes were offered pursuant to (i) the shelf registration statement on Form S-3 (File No. 333-271668) which became effective upon filing with the Securities and Exchange Commission (the "Commission") on May 5, 2023, as amended by post-effective amendment no. 1 filed with the Commission on May 6, 2024, (ii) the base prospectus dated May 5, 2023 and (iii) the prospectus supplement dated May 6, 2024, which was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In connection with the filing of the prospectus supplement, an opinion of the Issuer's and Guarantors' counsel regarding the validity of the Notes and related Guarantee is filed with this 8-K as Exhibit 5.1, an opinion of Parent Guarantor's counsel regarding certain Maryland law issues is filed with this 8-K as Exhibit 5.2.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 4.1 Indenture, dated as of August 17, 2020, among the Issuer, the Parent Guarantor and the Trustee (incorporated by reference to Exhibit 4.1 to Agree Realty Corporation's Current Report on Form 8-K filed on August 17, 2020). 4.2 Indenture Officer's Certificate, dated as of May 13, 2024, among the Issuer, the Parent Guarantor and the Trustee. 4.3 Form of Global Note for 5.625 % Notes due 20 34 (included in Exhibit 4.2). 4. 4 Form of 20 34 Guarantee by and among the Issuer, the Guarantors and the Trustee (included in Exhibit 4.2) 5.1 Opinion of Honigman LLP as to the validity of the Notes and the Guarantees. 5.2 Opinion of Ballard Spahr LLP regarding Maryland law issues. 5.3 Opinion of Burr & Forman LLP, regarding Florida and North Carolina law issues. 5.4 Opinion of Porter Hedges LLP, regarding Texas law issues. 23.1 Consent of Honigman LLP (included in Exhibit 5.1). 23.2 Consent of Ballard Spahr LLP (included in Exhibit 5.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AGREE REALTY CORPORATION Date: May 13, 2024 By: /s/ Peter Coughenour Peter Coughenour Chief Financial Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR