AGREE REALTY CORP — Capital/Financing Update 2021

May 5, 2021

FWP 1 a21-14986_3fwp.htm FWP

*Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-238729 Relating to Preliminary Prospectus Supplement Dated May 5, 2021 to Prospectus Dated May 27, 2020*

*Agree Limited Partnership*

*$350,000,000 2.000% Notes due 2028 (the “2028 Notes”)*

*$300,000,000 2.600% Notes due 2033 (the “2033 Notes”)*

*May 5, 2021*

*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:	2.000% Notes due 2028	2.600% Notes due 2033
Expected Ratings (Moody’s / S&P)*:	Baa2 (Positive) / BBB (Stable)	Baa2 (Positive) / BBB (Stable)
Aggregate Principal Amount:	$350,000,000	$300,000,000
Stated Maturity Date:	June 15, 2028	June 15, 2033
Public Offering Price:	99.265% of the principal amount of the 2028 Notes	99.136% of the principal amount of the 2033 Notes
Coupon (Interest Rate):	2.000% per annum	2.600% per annum
Yield to Maturity:	2.112%	2.684%
Benchmark Treasury:	UST 1.250% due April 30, 2028	UST 1.125% due February 15, 2031
Benchmark Treasury Price and Yield:	99-29+ / 1.262%	95-27+ / 1.584%
Spread to Benchmark Treasury:	+85 basis points	+110 basis points
Interest Payment Dates:	June 15 and December 15 of each year, beginning on December 15, 2021	June 15 and December 15 of each year, beginning on December 15, 2021
Optional Redemption:	· Prior to April 15, 2028 (two months prior to the Stated Maturity Date of the 2028 Notes), “make-whole” call at T+15 basis points (calculated as though the actual Stated Maturity Date of the 2028 Notes was April 15, 2028) · On or after April 15, 2028 (two months prior to the Stated Maturity Date of the 2028 Notes), par call	· Prior to March 15, 2033 (three months prior to the Stated Maturity Date of the 2033 Notes), “make-whole” call at T+20 basis points (calculated as though the actual Stated Maturity Date of the 2033 Notes was March 15, 2033) · On or after March 15, 2033 (three months prior to the Stated Maturity Date of the 2033 Notes), par call
CUSIP / ISIN:	008513 AB9 / US008513AB91	008513 AC7 / US008513AC74

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Trade Date:	May 5, 2021
Settlement Date:	May 14, 2021 (T+7); 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 2028 Notes or the 2033 Notes before the second business day prior to the Settlement Date will be required, by virtue of the fact that the 2028 Notes and the 2033 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 PNC Capital Markets LLC
Co-Managers:	J.P. Morgan Securities LLC Stifel, Nicolaus & Company, Incorporated Capital One Securities, Inc. Mizuho Securities USA LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc.

• 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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