0001104659-21-061837.txt : 20210505 0001104659-21-061837.hdr.sgml : 20210505 20210505172317 ACCESSION NUMBER: 0001104659-21-061837 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210505 DATE AS OF CHANGE: 20210505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AGREE REALTY CORP CENTRAL INDEX KEY: 0000917251 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383148187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-238729 FILM NUMBER: 21894634 BUSINESS ADDRESS: STREET 1: 70 E. LONG LAKE ROAD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48034 BUSINESS PHONE: 8107374190 MAIL ADDRESS: STREET 1: 70 E. LONG LAKE ROAD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48034 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AGREE REALTY CORP CENTRAL INDEX KEY: 0000917251 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383148187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 70 E. LONG LAKE ROAD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48034 BUSINESS PHONE: 8107374190 MAIL ADDRESS: STREET 1: 70 E. LONG LAKE ROAD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48034 FWP 1 a21-14986_3fwp.htm FWP

 

Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-238729
Relating to Preliminary Prospectus Supplement
Dated May 5, 2021 to Prospectus Dated May 27, 2020

 

Agree Limited Partnership

 

$350,000,000 2.000% Notes due 2028 (the “2028 Notes”)

$300,000,000 2.600% Notes due 2033 (the “2033 Notes”)

 

May 5, 2021

 

Pricing Term Sheet

 

Issuer:

Agree Limited Partnership

 

 

Guarantors:

Agree Realty Corporation, the sole general partner of Agree Limited Partnership, and certain of Agree Limited Partnership’s existing and future subsidiaries

 

 

Security Title:

2.000% Notes due 2028

2.600% Notes due 2033

 

 

 

Expected Ratings (Moody’s / S&P)*:

Baa2 (Positive) / BBB (Stable)

Baa2 (Positive) / BBB (Stable)

 

 

 

Aggregate Principal Amount:

$350,000,000

$300,000,000

 

 

 

Stated Maturity Date:

June 15, 2028

June 15, 2033

 

 

 

Public Offering Price:

99.265% of the principal amount of the 2028 Notes

99.136% of the principal amount of the 2033 Notes

 

 

 

Coupon (Interest Rate):

2.000% per annum

2.600% per annum

 

 

 

Yield to Maturity:

2.112%

2.684%

 

 

 

Benchmark Treasury:

UST 1.250% due April 30, 2028

UST 1.125% due February 15, 2031

 

 

 

Benchmark Treasury Price and Yield:

99-29+ / 1.262%

95-27+ / 1.584%

 

 

 

Spread to Benchmark Treasury:

+85 basis points

+110 basis points

 

 

 

Interest Payment Dates:

June 15 and December 15 of each year, beginning on December 15, 2021

June 15 and December 15 of each year, beginning on December 15, 2021

 

 

 

Optional Redemption:

·            Prior to April 15, 2028 (two months prior to the Stated Maturity Date of the 2028 Notes), “make-whole” call at T+15 basis points (calculated as though the actual Stated Maturity Date of the 2028 Notes was April 15, 2028)

 

·            On or after April 15, 2028 (two months prior to the Stated Maturity Date of the 2028 Notes), par call

·            Prior to March 15, 2033 (three months prior to the Stated Maturity Date of the 2033 Notes), “make-whole” call at T+20 basis points (calculated as though the actual Stated Maturity Date of the 2033 Notes was March 15, 2033)

 

·            On or after March 15, 2033 (three months prior to the Stated Maturity Date of the 2033 Notes), par call

 

 

 

CUSIP / ISIN:

008513 AB9 / US008513AB91

008513 AC7 / US008513AC74

 

 

Trade Date:

May 5, 2021

 

 

Settlement Date:

May 14, 2021 (T+7); under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise.  Accordingly, purchasers who wish to trade the 2028 Notes or the 2033 Notes before the second business day prior to the Settlement Date will be required, by virtue of the fact that the 2028 Notes and the 2033 Notes initially will settle on a delayed basis, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors with respect to these matters.

 

 

Joint Book-Running Managers:

Citigroup Global Markets Inc.
Wells Fargo Securities, LLC

PNC Capital Markets LLC

 

 

Co-Managers:

J.P. Morgan Securities LLC

Stifel, Nicolaus & Company, Incorporated

Capital One Securities, Inc.

Mizuho Securities USA LLC

Truist Securities, Inc.

U.S. Bancorp Investments, Inc.

 

*              Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

The Issuer has filed a registration statement and a prospectus with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates.  Before you invest, you should read the prospectus and the related preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the underwriters can arrange to send you the prospectus and related preliminary prospectus supplement if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751. This information does not purport to be a complete description of these securities or the offering.  Please refer to the preliminary prospectus supplement for a complete description of the securities.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

 

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.