UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date
of earliest event reported): August 18, 2022 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission file number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip code) |
(Registrant’s
telephone number, including area code) (
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading
Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. | Other Events. |
On August 15, 2022, Agree Limited Partnership (the “Issuer”), a Delaware limited partnership and subsidiary of Agree Realty Corporation, a Maryland corporation (the “Parent Guarantor”), entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Wells Fargo Securities, LLC and PNC Capital Markets LLC, as representatives of the several underwriters listed on Schedule I attached thereto, and the other guarantors named therein (together with the Parent Guarantor, the “Guarantors”), relating to the underwritten public offering of $300,000,000 aggregate principal amount of the Issuer’s 4.800% Notes due 2032.
A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference. The summary of the Underwriting Agreement set forth above is qualified in its entirety by reference to Exhibit 1.1.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description |
1.1 | Underwriting Agreement, dated August 15, 2022, by and among the Issuer, the Guarantors and Citigroup Global Markets Inc., Wells Fargo Securities, LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AGREE REALTY CORPORATION | |||
By: | /s/ Peter Coughenour | ||
Name: | Peter Coughenour | ||
Title: | Chief Financial Officer and Secretary |
Date: August 18, 2022