Agree Realty Corporation Issues $166 Million Offering

March 20, 2018

Cleary Gottlieb acted as product counsel to the underwriters, led by Citigroup Global Markets Inc., in a $166 million registered offering of common stock of Agree Realty Corporation, and counsel to Citibank, N.A., as forward purchaser under the related forward sale agreement.

The offering priced on March 13, 2018, and closed on March 16, 2018. The related option to purchase additional shares was exercised in full on March 16, 2018, and closed on March 20, 2018.

In the offering, the forward purchaser or its affiliates borrowed and sold to the underwriters an aggregate of 3.45 million shares of Agree’s common stock. Under the forward sale agreement, the forward purchaser will purchase the same number of shares (subject to adjustments and to the issuer’s cash settlement and net share settlement rights) from Agree no later than March 1, 2019.

Agree Realty Corporation is a REIT primarily engaged in the acquisition and development of properties net leased to industry-leading retail tenants.