Agree Realty Corporation

06/15/2021 | Press release | Distributed by Public on 06/15/2021 14:05

Material Event (Form 8-K)

Other Events.

On June 10, 2021, Agree Realty Corporation, a Maryland corporation (the 'Company'), and Agree Limited Partnership, a Delaware limited partnership, for which the Company is the sole general partner, entered into an underwriting agreement (the 'Underwriting Agreement') with Citigroup Global Markets Inc. (the 'Underwriter'), relating to the issuance and sale of 4,600,000 shares (the 'Shares') of the Company's common stock, par value $0.0001 per share, which includes 600,000 shares issued pursuant to the option granted by the Company to the Underwriter as described below. The Company has granted the Underwriter a 30-day option to purchase up to an additional 600,000 shares of common stock, which the Underwriter elected to exercise in full on June 14, 2021.

The offering closed on June 15, 2021 and resulted in net proceeds to the Company of approximately $327.0 million, after deducting the estimated offering expenses payable by the Company. The Company issued the Shares pursuant to the Company's registration statement on Form S-3 (File No. 333-238729) which became effective upon filing with the Securities and Exchange Commission ('SEC') on May 27, 2020, as amended by post-effective amendment no. 1 filed with the SEC on August 12, 2020 and post-effective amendment no. 2 filed with the SEC on May 5, 2021. A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description
1.1 Underwriting Agreement, dated as of June 10, 2021, among Agree Realty Corporation, Agree Limited Partnership, and Citigroup Global Markets Inc.
5.1 Opinion of Ballard Spahr LLP regarding the validity of the Shares to be issued
23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File

2