Agree Realty Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01. | Other Events. |
April 2025 Forward Transaction
On April 23, 2025, Agree Realty Corporation, a Maryland corporation (the “Company”) entered into (a) a forward sale agreement (the “Forward Sale Agreement”) with Bank of America, N.A., as forward purchaser, 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) BofA Securities, Inc., in its capacity as forward seller, (iii) BofA Securities, Inc., as representative of the several underwriters named therein, and (iv) Bank of America, N.A., in its capacity as forward counterparty, relating to the issuance and sale of up to 5,175,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a public offering price of $75.70 per share. In connection with the offering, the Company granted the underwriters an option to purchase up to 675,000 additional shares of Common Stock. The sale of the Shares closed on April 25, 2025.
The Company expects to use the net proceeds, if any, it receives upon the future settlement of the forward sale agreement for general corporate purposes, including to fund property acquisitions and development activity or the repayment of outstanding indebtedness. As of April 16, 2025, the revolving credit facility had no outstanding balance, and the Company had $350 million in aggregate notes outstanding under its commercial paper program.
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 Agreement and the Underwriting Agreement are filed herewith as Exhibits 1.1 and 1.2, 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 and 1.2.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
* 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
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.
| Date: April 25, 2025 | AGREE REALTY CORPORATION | ||
| By: | /s/ Peter Coughenour | ||
| Name: | Peter Coughenour | ||
| Title: | Chief Financial Officer and Secretary | ||