AGREE REALTY CORPORATION (NYSE:ADC) Files An 8-K Other Events
Item 8.01
| Other Events. |
On April 28, 2017, Agree Realty Corporation (the Company)
and Agree Limited Partnership (the Operating Partnership),
for which the Company is the sole general partner, entered into
an Equity Distribution Agreement (the Raymond James
Agreement) with Raymond James Associates, Inc. (Raymond
James), as agent and/or principal, an Equity Distribution
Agreement (the Baird Agreement) with Robert W. Baird Co.
Incorporated (Baird), as agent and/or principal, an Equity
Distribution Agreement (the Citigroup Agreement) with
Citigroup Global Markets Inc. (Citigroup), as agent and/or
principal, an Equity Distribution Agreement (the Jefferies
Agreement) with Jefferies LLC (Jefferies), as agent
and/or principal, an Equity Distribution Agreement (the Stifel
Agreement) with Stifel, Nicolaus Company, Incorporated
(Stifel), as agent and/or principal, an Equity Distribution
Agreement (the Sun Trust Agreement) with Sun Trust
Robinson Humphrey, Inc. (Sun Trust), as agent and/or
principal, and an Equity Distribution Agreement (the Wells
Fargo Agreement and, together with the Raymond James
Agreement, the Baird Agreement, the Citigroup Agreement, the
Jefferies Agreement, the Stifel Agreement and the Sun Trust
Agreement, the Equity Distribution Agreements) with Wells
Fargo Securities, LLC (Wells Fargo and, together with
Raymond James, Baird, Citigroup, Jefferies, Stifel and Sun Trust,
the Managers), as agent and/or principal, to which the
Company may issue and sell from time to time through the Managers
shares of the Companys common stock, par value $0.0001 per share,
having an aggregate offering price of up to $200,000,000 (the
Shares).
Sales of the Shares, if any, will be made in negotiated
transactions, which may include block trades, or in transactions
that are deemed to be at the market offerings as defined in Rule
415(a)(4) under the Securities Act of 1933, as amended, including
sales made directly on the New York Stock Exchange or sales made
to or through a market maker other than on an exchange. Under
each Equity Distribution Agreement, the applicable Manager is
entitled to compensation of up to 2.0% of the gross sales price
per share for any Shares sold through such Manager as the
Companys agent. Subject to the terms and conditions of the Equity
Distribution Agreements, each Manager will use its commercially
reasonable efforts consistent with its normal trading and sales
practices to sell any Shares to be offered by the Company at
market prevailing prices up to the amount specified by the
Company. The offering of Shares to the Equity Distribution
Agreements will terminate upon the earlier of (a) the sale of all
the Shares subject to the Equity Distribution Agreements or (b)
the termination of all of the Equity Distribution Agreements by
the Managers or the Company.
The Shares will be issued to the Companys registration statement
on Form S-3 (File No. 333-201420), which was declared effective
by the Securities and Exchange Commission (the Commission)
on March 27, 2015, and a prospectus supplement dated April 28,
2017, filed by the Company with the Commission. This Current
Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
Shares in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of any such state.
The foregoing description of the material terms of the Equity
Distribution Agreements and the transactions contemplated thereby
does not purport to be complete and is qualified in its entirety
by reference to the full text of the form of Equity Distribution
Agreement by and among the Company, the Operating Partnership and
each Manager, which is filed as Exhibit 1.1 to this report and
incorporated herein by reference. The Equity Distribution
Agreements with the other Managers listed above are substantially
identical in all material respects except as to the parties.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit Number | Description |
| 1.1 | Form of Equity Distribution Agreement. |
| 5.1 |
Opinion of Ballard Spahr LLP regarding the legality of the Shares. |
| 23.1 | Consent of Ballard Spahr LLP (included in Exhibit 5.1) |
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. AGREE REALTY CORPORATION (NYSE:ADC) Recent Trading Information
AGREE REALTY CORPORATION (NYSE:ADC) closed its last trading session down -1.04 at 48.48 with 176,438 shares trading hands.