Agree Realty Corporation (NYSE: ADC) today announced that it commenced an underwritten public offering of 6,166,666 shares of its common stock in connection with the forward sale agreement described below in which the shares will be sold to Cohen & Steers Capital Management, Inc. at a price of $60.00 per share, with the forward purchaser to receive net proceeds of $59.52 per share. The closing of the offering is expected to occur on or about April 22, 2020, subject to the satisfaction of customary closing conditions. Upon closing of the offering, the Company expects to settle its existing outstanding forward equity totaling approximately $267 million of net proceeds. On April 22, 2020 the Company expects to deliver 3,976,695 shares of the Company's common stock to effect the settlement. Following settlement, no shares of the Company's common stock will remain subject to future settlement under the existing forward sale agreements.

Citigroup is acting as the sole book-running manager for the offering.

The Company expects to enter into a forward sale agreement with Citibank, N.A. (the "forward purchaser") with respect to 6,166,666 shares of its common stock.

In connection with the forward sale agreement, the forward purchaser or its affiliates is expected to borrow and sell to the underwriters an aggregate of 6,166,666 shares of the common stock that will be delivered in this offering. 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 agreement on one or more dates specified by the Company occurring no later than [April 20, 2021], an aggregate of 6,166,666 shares of its common stock to the forward purchaser 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 agreement.

The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchaser. The Company expects to use the net proceeds, if any, it receives upon the future settlement of the forward sale agreement to fund acquisition and development activity, with any remaining proceeds to be used for general working capital and other corporate purposes, including the reduction of the outstanding balance on the Company's revolving credit facility, if any. Selling common stock through the forward sale agreement 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.