0001144204-12-068125.txt : 20121217 0001144204-12-068125.hdr.sgml : 20121217 20121217091503 ACCESSION NUMBER: 0001144204-12-068125 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121213 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121217 DATE AS OF CHANGE: 20121217 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12928 FILM NUMBER: 121267478 BUSINESS ADDRESS: STREET 1: 31850 NORTHWESTERN HGWY CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 8107374190 MAIL ADDRESS: STREET 1: 31850 NORTHWESTERN HIGHWAY CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 8-K 1 v330408_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): December 13, 2012

 

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland

(State of other jurisdiction of incorporation)

 

1-12928

(Commission file number)

 38-3148187
    (I.R.S. Employer Identification No.)

31850 Northwestern Highway

Farmington Hills, MI

(Address of principal executive offices)
48334
(Zip code)

 

(Registrant’s telephone number, including area code) (248) 737-4190

 

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))

 

 

 

 
 

Item 1.01. Entry into a Material Definitive Agreement

 

On December 13, 2012, Agree Limited Partnership (the “Operating Partnership”), the majority-owned operating partnership of Agree Realty Corporation (the “Company”), entered into a First Amendment to Credit Agreement, which amends the Company’s existing $85 million unsecured revolving credit facility (the “Credit Facility”) with Bank of America, N.A. and certain other lenders in the Company’s bank group.  The amendment to the Credit Facility provides for a three-year $85 million revolving credit facility that matures on October 26, 2015. The Credit Facility can be extended for two one-year extensions at the Company’s option, subject to customary conditions.  At the request of the Company, the total commitments under the Credit Facility may be increased up to an aggregate of $135 million, subject to certain terms and conditions. The amendment provides for borrowings under the Credit Facility to be priced at LIBOR plus 150 to 215 basis points depending on the Company’s leverage ratio, and were anticipated to be 150 basis points over LIBOR at closing.    

 

The Credit Facility contains customary covenants, including financial covenants regarding debt levels, total liabilities, tangible net worth, fixed charge coverage, unencumbered borrowing base properties, permitted investments etc. The Company was in compliance with the covenant terms at closing.

 

The foregoing description of the amendment to the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the amendment to the Credit Facility, a copy of which has been filed as Exhibit 10.1 to this report and is incorporated in this Item 1.01 by reference.

 

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 December 17, 2012, the Company issued a press release announcing the amendment to the Credit Facility and an additional secured financing of $23.6 million. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Description
   
10.1 First Amendment to Credit Agreement, dated December 13, 2012, among Agree Limited Partnership, Bank of America and the other lenders party thereto.
   
99.1 Press release, dated December 17, 2012.

   

 
 

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/ Alan D. Maximiuk
    Vice President, Finance, Chief Financial Officer and Secretary

Date: December 17, 2012

 

 
 

 

Exhibit Description
   
10.1 First Amendment to Credit Agreement, dated December 13, 2012, among Agree Limited Partnership, Bank of America and the other lenders party thereto.
   
99.1 Press release, dated December 17, 2012.

 

 

  

 EX-99.1 2 v330408_ex99-1.htm EXHIBIT 99.1

Agree Realty Extends And Reprices Its $85 Million Unsecured Credit Facility And Obtains $23.6 Million Secured Financing

FARMINGTON HILLS, Mich., Dec. 17, 2012 /PRNewswire/ -- Agree Realty Corporation (NYSE: ADC) today announced the amendment of its $85 million unsecured revolving credit facility. The amendment extends the facility's maturity to October 2015 and provides for two one-year options to extend the maturity, at the Company's discretion, to October 2017, subject to customary conditions. Annual interest rates on borrowings under the amended facility have been reduced to LIBOR plus 150 to 215 basis points, depending on the Company's leverage ratio. Based on its current leverage ratio, the Company anticipates the margin initially will be 150 basis points over LIBOR. The facility includes a $50 million accordion feature to increase capacity to $135 million, subject to certain conditions, to accommodate the Company's business plans. Bank of America, N.A. will act as administrative agent. Participating banks include PNC Bank, Bank of Montreal and U.S. Bank.

Additionally, the Company closed on a $23.6 million secured CMBS financing with Morgan Stanley Mortgage Capital Holdings LLC. The 10-year, non-recourse loan is secured by 12 single tenant properties, bears interest at a fixed rate of 3.60% per year and matures in January 2023. The proceeds from this financing will be used to pay down amounts outstanding under the Company's unsecured credit facility.

"These transactions, in conjunction with a recently closed $25 million term loan, provide the Company with increased capacity to fund its growing acquisition and development platforms while taking advantage of today's low interest rate environment," said Joey Agree, President and Chief Operating Officer. "We appreciate the strong support we received from our bank group and lenders, which speaks to the quality and strength of our portfolio."

During 2012, the Company raised or refinanced $156.5 million of total debt, including $71.5 million of long-term mortgage debt in 2012 at a weighted-average fixed annual rate of 3.22%, including the effect of interest swap agreements. The Company currently has a weighted-average debt maturity of 5.8 years and no aggregate annual maturities exceeding $10 million until 2017.

Agree Realty is primarily engaged in the acquisition and development of single tenant properties net leased to industry leading retail tenants. The Company currently owns and operates a portfolio of 102 properties, located in 26 states and containing approximately 3.2 million square feet of gross leasable space. The Company's common stock is listed on the New York Stock Exchange under the symbol "ADC".

For additional information, visit the Company's home page at www.agreerealty.com.

The Company considers portions of the information contained in this release to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. These forward-looking statements represent the Company's expectations, plans and beliefs concerning future events. Although these forward-looking statements are based on good faith beliefs, reasonable assumptions and the Company's best judgment reflecting current information, certain factors could cause actual results to differ materially from such forward–looking statements. Such factors are detailed from time to time in reports filed or furnished by the Company with the Securities and Exchange Commission, including the Company's Form 10-K for the year ended December 31, 2011. Except as required by law, the Company assumes no obligation to update these forward–looking statements, even if new information becomes available in the future.



CONTACT: Alan Maximiuk, Chief Financial Officer, +1-248-737-4190