Agree Realty Announces Pricing of Upsized Forward Common Stock Offering

Rhea-AI Summary

Agree Realty (NYSE: ADC) has priced its upsized public offering of 4,400,000 shares of common stock at $74.00 per share. The offering, increased from the initial 4,000,000 shares, includes a 30-day option for underwriters to purchase an additional 660,000 shares. The company has entered into forward sale agreements with Citibank and Wells Fargo Bank, allowing for settlement until December 31, 2025. The proceeds will be used for general corporate purposes, including property acquisitions, development activity, and debt repayment. The offering is expected to close around October 28, 2024.

Positive

• Successful upsizing of offering from 4.0M to 4.4M shares indicates strong market demand
• Flexible settlement structure through forward sale agreements until December 2025
• Strategic capital raising for property acquisitions and development activities

Negative

• Potential dilution for existing shareholders upon settlement of forward sale agreements
• No immediate access to proceeds due to forward sale structure

Insights

Financial Analyst

This upsized equity offering represents a significant capital markets transaction for Agree Realty. The company is offering 4.4 million shares at $74.00 per share, potentially raising up to $325.6 million before fees through forward sale agreements. The upsizing from 4.0 to 4.4 million shares indicates strong investor demand. The forward sale structure provides flexibility, allowing ADC to delay share issuance until December 2025 while locking in today's pricing.

The proceeds will strengthen ADC's balance sheet by funding acquisitions and potentially reducing revolving credit facility debt. This type of forward equity offering is common among REITs to manage their capital structure efficiently. However, the delayed settlement means existing shareholders face potential future dilution when shares are ultimately issued. The $74.00 pricing represents a modest discount to recent trading levels, which is typical for secondary offerings of this size.

ROYAL OAK, Mich., Oct. 24, 2024 /PRNewswire/ -- Agree Realty Corporation (NYSE: ADC) (the "Company") today announced the pricing of its public offering of 4,400,000 shares of its common stock at a public offering price of $74.00 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 660,000 shares of common stock. The offering was upsized from the previously announced offering size of 4,000,000 shares of common stock, and the offering is expected to close on or about October 28, 2024.

Citigroup and Wells Fargo Securities are acting as joint book-running managers for the offering.

The Company has entered into forward sale agreements with Citibank, N.A. and Wells Fargo Bank, National Association (the "forward purchasers") with respect to 4,400,000 shares of its common stock (or an aggregate of 5,060,000 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 4,400,000 shares of the common stock that will be delivered in this offering (or an aggregate of 5,060,000 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 December 31, 2025, an aggregate of 4,400,000 shares of its common stock (or an aggregate of 5,060,000 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

FAQ

What is the price per share for Agree Realty's (ADC) October 2024 stock offering?

Agree Realty (ADC) priced its common stock offering at $74.00 per share.

How many shares are being offered in ADC's October 2024 stock offering?

The offering includes 4,400,000 shares, with an option for underwriters to purchase an additional 660,000 shares.

When will ADC's forward sale agreements expire?

The forward sale agreements can be settled until December 31, 2025.

What will ADC use the proceeds from the stock offering for?

The proceeds will be used for general corporate purposes, including property acquisitions, development activity, and repayment of revolving credit facility debt.