AGREE REALTY CORPORATION (NYSE:ADC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On August 3, 2017, Agree Limited Partnership (the “Operating Partnership”), the majority-owned operating partnership of Agree Realty Corporation (the “Company”), entered into a Note Purchase Agreement (the “Agreement”) with the institutional investors named therein (the “Purchasers”) in connection with the private placement (the “Private Placement”) of $100 million aggregate principal amount of its 4.19% senior unsecured notes due September 20, 2029 (the “Notes”). The Notes are guaranteed by the Company. The closing of the Private Placement was consummated on September 20, 2017, and, on that date, the Operating Partnership issued the Notes.
The Notes bear interest at an annual fixed rate of 4.19% and mature on September 20, 2029. Interest is payable semi-annually on September 30th and March 31st of each year, beginning on March 31, 2018.
The Operating Partnership may at any time prepay the Notes, in whole or in part, in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding, at a price equal to 50% of the principal amount thereof plus accrued and unpaid interest plus a “make-whole” prepayment premium. In the event of a Change in Control (as defined in the Agreement) of the Company, the Company shall be required to offer to prepay the Notes at a price equal to 50% of the principal amount thereof, plus accrued and unpaid interest.
The Agreement contains customary affirmative and negative covenants for agreements of this type including, among others, limitations on the Company, Operating Partnership and its subsidiaries with respect to incurrence of indebtedness, disposition of assets and mergers and transactions with affiliates. The Agreement contains customary events of default with customary grace periods, as applicable. The Operating Partnership may use the proceeds from the sale of the Notes to repay amounts outstanding on an existing credit facility and for general corporate purposes.
The Notes are being sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been and will not be registered under the Securities Act or any state or other jurisdiction's securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions' securities laws.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement. The Company will file a copy of the Agreement with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2017.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On September 20, 2017, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being incorporated therein by reference. Information contained on or accessible through any website reference in the press release is not part of, or incorporated by reference in, this Current Report on Form 8-K, and the inclusion of any such website address in this Current Report on Form 8-K by incorporation by reference of the press release is as an inactive textual reference only.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description |
| 99.1 | Press release, dated September 20, 2017. |
AGREE REALTY CORP ExhibitEX-99.1 2 v475503_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Agree Realty Completes $100 Million Private Placement Of Senior Unsecured NotesBLOOMFIELD HILLS,…To view the full exhibit click here
About AGREE REALTY CORPORATION (NYSE:ADC)
Agree Realty Corporation (Agree Realty) is an integrated real estate investment trust (REIT) primarily focused on the ownership, acquisition, development and management of retail properties. The Company operates through Agree Limited Partnership (the Operating Partnership), of which it is the sole general partner and in which Agree Realty holds an approximately 98.3% interest. The Company’s portfolio consists of over 280 properties located in over 40 states and totaling approximately 5.2 million square feet of gross leasable area. Its portfolio includes over 275 net lease properties and over three community shopping centers. The Company’s primary tenant is Walgreens Boot Alliance, Inc. (Walgreens), which operates a chain of drugstores in the United States. The Company’s business objective is to generate consistent shareholder returns by investing in and actively managing a diversified portfolio of retail properties net leased to industry tenants.