AGREE REALTY CORP — Capital/Financing Update 2020

Aug 12, 2020

FWP 1 a20-26156_6fwp.htm FWP

*Issuer Free Writing Prospectus*

*Filed Pursuant to Rule 433*

*Registration No. 333-238729*

*Relating to Preliminary Prospectus Supplement*

*Dated August 12, 2020 to Prospectus Dated May 27, 2020*

*Agree Limited Partnership*

*$350,000,000 2.900% Notes due 2030 (the “Notes”)*

*August 12, 2020*

*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:	2.900% Notes due 2030
Expected Ratings (Moody’s / S&P)*:	Baa2 (Positive) / BBB (Stable)
Aggregate Principal Amount:	$350,000,000
Stated Maturity Date:	October 1, 2030
Public Offering Price:	99.927% of the principal amount
Coupon (Interest Rate):	2.900% per annum
Yield to Maturity:	2.908%
Benchmark Treasury:	UST 0.625% due May 15, 2030
Benchmark Treasury Price and Yield:	99-22 / 0.658%
Spread to Benchmark Treasury:	+225 basis points
Interest Payment Dates:	April 1 and October 1 of each year, beginning on April 1, 2021
Optional Redemption:	· Prior to July 1, 2030 (three months prior to the Stated Maturity Date of the Notes), “make-whole” call at T+35 basis points (calculated as though the actual Stated Maturity Date of the Notes was July 1, 2030) · On or after July 1, 2030 (three months prior to the Stated Maturity Date of the Notes), par call
CUSIP / ISIN:	008513 AA1 / US 008513 AA19
Trade Date:	August 12, 2020
Settlement Date:	August 17, 2020 (T+3); 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 Notes before the second business day prior to the Settlement Date will be required, by virtue of the fact that the 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 Jefferies LLC
Co-Managers:	Capital One Securities, Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC Raymond James & Associates, Inc. Regions Securities LLC Stifel, Nicolaus & Company, Incorporated Truist Securities, Inc. U.S. Bancorp Investments, Inc.

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• 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.*

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