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Agree Realty (ADC) Announces 5M Share Common Stock Offering

September 28, 2022 4:43 PM EDT

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Agree Realty Corporation (NYSE: ADC) (the "Company") today announced that it commenced an underwritten public offering of 5,000,000 shares of its common stock in connection with the forward sale agreements described below. In connection with the offering, the Company expects to grant the underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock.

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

The Company expects to enter 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, 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 our 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: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or Citigroup Global Markets, Inc.: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146).

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.



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