Agree Realty (ADC) Prices 5M Share Offering at $66.85

Agree Realty Corporation (NYSE: ADC) announced the pricing of its public offering of 5,000,000 shares of its common stock at a public offering price of $66.85 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 October 3, 2022.

Morgan Stanley and Citigroup are acting as joint book-running managers for the offering.

The Company has entered into forward sale agreements with Morgan Stanley & Co. LLC and Citibank, N.A. (the "forward purchasers") with respect to 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). 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 September 29, 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.

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