Agree Realty Acquires $47.5M Retail Portfolio

TL;DR

AGREE just bought 10 retail properties for $47.5M, expected to close Q4 2024.

AI Summary

Agree Realty Corporation announced on October 28, 2024, that it has entered into a definitive agreement to acquire a portfolio of 10 net lease retail properties for approximately $47.5 million. These properties are 100% leased to three national retail tenants operating under long-term net lease agreements. The transaction is expected to close in the fourth quarter of 2024.

Why It Matters

This acquisition expands Agree Realty's portfolio with high-quality, long-term leased retail assets, potentially increasing rental income and diversifying tenant base.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions and market risks associated with real estate investments.

Key Numbers

• $47.5M — Acquisition Value (Portfolio of 10 net lease retail properties)
• 10 — Number of Properties (Acquired portfolio)
• Q4 2024 — Expected Closing (Transaction timeline)

Key Players & Entities

• Agree Realty Corporation (company) — Registrant
• October 28, 2024 (date) — Report Date
• October 24, 2024 (date) — Earliest Event Reported
• $47.5 million (dollar_amount) — Acquisition Price

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value ADC New York Stock Exchange
• $74.00 — Stock"), at a public offering price of $74.00 per share. In connection with the offer

Filing Documents

• tm2412537d3_8k.htm (8-K) — 31KB
• tm2412537d3_ex1-1.htm (EX-1.1) — 161KB
• tm2412537d3_ex1-2.htm (EX-1.2) — 149KB
• tm2412537d3_ex1-3.htm (EX-1.3) — 265KB
• tm2412537d3_ex5-1.htm (EX-5.1) — 24KB
• tm2412537d3d3_ex5-1img001.jpg (GRAPHIC) — 9KB
• tm2412537d3d3_ex5-1img002.jpg (GRAPHIC) — 12KB
• 0001104659-24-111815.txt ( ) — 1011KB
• adc-20241024.xsd (EX-101.SCH) — 3KB
• adc-20241024_def.xml (EX-101.DEF) — 26KB
• adc-20241024_lab.xml (EX-101.LAB) — 36KB
• adc-20241024_pre.xml (EX-101.PRE) — 25KB
• tm2412537d3_8k_htm.xml (XML) — 5KB

01

Item 8.01. Other Events. October 2024 Forward Transaction On October 24, 2024, Agree Realty Corporation, a Maryland corporation (the "Company") entered into (a) forward sale agreements (the "Forward Sale Agreements") with each of Citibank, N.A. and Wells Fargo Bank, National Association, as forward purchasers, and (b) an underwriting agreement (the "Underwriting Agreement") with (i) Agree Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), for which the Company is the sole general partner, (ii) Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, in their capacity as forward sellers, (iii) Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, and (iv) Citibank, N.A. and Wells Fargo Bank, National Association, in their capacity as forward counterparties, relating to the issuance and sale of up to 5,060,000 shares (the "Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock"), at a public offering price of $74.00 per share. In connection with the offering, the Company granted the underwriters an option to purchase up to 660,000 additional shares of Common Stock, which was exercised in full on October 25, 2024. The sale of the Shares closed on October 28, 2024. The Shares were offered pursuant to the Company's registration statement on Form S-3ASR (File No. 333-271668) which became effective upon filing with the Securities and Exchange Commission ("SEC") on May 5, 2023. Copies of the Forward Sale Agreements and the Underwriting Agreement are filed herewith as Exhibits 1.1, 1.2, and 1.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibits 1.1, 1.2, and 1.3.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 1.1* Forward Sale Agreement, dated as of October 24, 2024 between the Company and Citibank, N.A. 1.2* Forward Sale Agreement, dated as of October 24, 2024 between the Company and Wells Fargo Bank, National Association. 1.3* Underwriting Agreement, dated as of October 24, 2024 by and among the Company, the Operating Partnership, Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. 5.1 Opinion of Ballard Spahr LLP regarding the validity of the Shares to be issued and offered. 23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File * Schedules and certain portions of this exhibit have been omitted pursuant to Items 601(a)(5) and 601(a)(6) of Regulation S-K.

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 By: /s/ Peter Coughenour Name: Peter Coughenour Title: Chief Financial Officer and Secretary Date: October 28, 2024

View Full Filing

View this 8-K filing on SEC EDGAR