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 18, 2018 (December 17, 2018)

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.)
70 E. Long Lake Road Bloomfield Hills, MI (Address of principal executive offices)	48304 (Zip code)

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

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))

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 1.01. Entry into a Material Definitive Agreement.

On December 17, 2018, Agree Limited Partnership, a Delaware limited partnership (the “Borrower”), Agree Realty Corporation, a Maryland corporation (the “Company”), and certain indirect subsidiaries of the Borrower entered into a First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement (the “First Amendment”) with PNC Bank, National Association (the “Agent”), as administrative agent, and Capital One, National Association, Regions Bank, SunTrust Bank, U.S. Bank National Association, Raymond James Bank, N.A. and Stifel Bank & Trust, as lenders (collectively with the Agent, the “2024 Term Loan Lenders”). The First Amendment amends the Amended and Restated Revolving Credit and Term Loan Agreement dated as of December 15, 2016.

The First Amendment sets forth a new pricing grid for the calculation of the applicable rate. In accordance with the new pricing grid, borrowings under the term loan bear interest at a rate per annum equal to, at the option of the Company, (i) LIBOR plus a margin that is based upon the Company's credit rating or (ii) the Base Rate plus a margin that is based upon the Company's credit rating. The margins for term loan range in amount from 0.85% to 1.65% for LIBOR-based loans and 0.00% to 0.65% for Base Rate-based loans, depending on the Company's credit rating.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the complete terms of the First Amendment. A copy of the First Amendment will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K.

Item 7.01. Regulation FD Disclosure.

On December 18, 2018, the Company issued a press release announcing the First Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant 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 December 18, 2018.

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/ Clayton R. Thelen
		Name:	Clayton R. Thelen
		Title:	Chief Financial Officer and Secretary
Date:  December 18, 2018

EX-99.1

Exhibit 99.1

  70 E. Long Lake Rd. Bloomfield Hills, MI 48304 www.agreerealty.com

FOR IMMEDIATE RELEASE

Agree Realty Announces Pricing Amendment For $100 Million Of Unsecured Term Loans

Amendment Reduces Fixed Interest Rate From 3.78% to 3.13%

Bloomfield Hills, MI, December 18, 2018 -- Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced that on December 17, 2018, it entered into a pricing amendment in connection with its $65 million and $35 million unsecured term loans (together, the “Unsecured Term Loans”) maturing January 15, 2024. The amendment provides a new pricing grid over LIBOR, determined by the Company’s credit rating. As a result of the amendment, the interest rate on the Unsecured Term Loans will be reduced to a fixed rate of 3.13%, from a previous fixed rate of 3.78%.

PNC Capital Markets LLC; Capital One, National Association; Regions Capital Markets; SunTrust Robinson Humphrey, Inc. and U.S. Bank National Association serve as Joint Lead Arrangers and Joint Book Managers for the Unsecured Term Loans. PNC Bank, National Association serves as the Administrative Agent and Capital One, National Association; Regions Bank; SunTrust Bank and U.S. Bank National Association serve as Co-Syndication Agents. Raymond James Bank, N.A. and Stifel Bank & Trust serve as participating lenders in the Unsecured Term Loans. 

“We are extremely pleased with the improved pricing of our Unsecured Term Loans and the ongoing partnership with our bank group,” said Clay Thelen, Chief Financial Officer of Agree Realty Corporation. “With this transaction, we will realize additional interest savings while maintaining a conservative balance sheet that emphasizes long-term, fixed-rate unsecured financings.”

About Agree Realty Corporation

Agree Realty Corporation is a publicly traded real estate investment trust primarily engaged in the acquisition and development of properties net leased to industry-leading retail tenants. The Company currently owns and operates a portfolio of 539 properties, located in 45 states and containing approximately 10.6 million square feet of gross leasable space. The common stock of Agree Realty Corporation is listed on the New York Stock Exchange under the symbol “ADC”. For additional information, please visit www.agreerealty.com.

This press release contains certain “forward-looking” statements relating to, among other things, our expectations regarding the interest rate on our revolving credit and term loans, potential incurrence of indebtedness and our expectations regarding future financing. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “plan” or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include but are not limited to factors described in greater detail in the Company’s filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

For further information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained at the Investor Relations section of the Company’s website at www.agreerealty.com.

###

Contact:

Clay Thelen

Chief Financial Officer

Agree Realty Corporation

(248) 737-4190