Unassociated Document
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): April 13, 2010
AGREE
REALTY CORPORATION
(Exact
name of registrant as specified in its charter)
Maryland
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1-12928
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38-3148187
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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31850
Northwestern Highway
Farmington
Hills, Michigan 48334
(Address
of principal executive offices)
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:
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¨
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Written
communications pursuant to Rule 425 Under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On April 13, 2010, Agree Realty
Corporation (the “Company”) and Agree
Limited Partnership (the “Operating
Partnership”), for which the Company is the sole general partner, entered
into an underwriting agreement with Raymond James & Associates, Inc. (the
“Underwriting
Agreement”). Pursuant to the terms and conditions of the
Underwriting Agreement, the Company agreed to sell 1,300,000 shares of
common stock, par value $0.0001 per share, at a per share purchase
price to the public of $22.00. Pursuant to the Underwriting
Agreement, the Company granted the underwriter an option to purchase up to
195,000 additional shares of common stock to cover
over-allotments. The underwriter has given the Company notice of the
exercise of the over-allotment option and the Company expects to receive net
proceeds from this offering of approximately $31,145,500 after deducting the
underwriting discount and estimated offering expenses payable by the Company of
approximately $100,000.
The offering closed on April 16,
2010.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Description
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1.1
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Underwriting
Agreement dated as of April 13, 2010 among Raymond James & Associates,
Inc., as the sole underwriter, the Company and the Operating
Partnership
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5.1
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Opinion
of DLA Piper LLP (US) regarding legality of the shares
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8.1
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Opinion
of DLA Piper LLP (US) regarding tax matters
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23.1
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Consent
of DLA Piper LLP (US) (included in Exhibit 5.1 and Exhibit
8.1)
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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.
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AGREE
REALTY CORPORATION
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BY:
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/s/ Kenneth R.
Howe
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Kenneth
R. Howe
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Vice
President, Finance and
Secretary
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EXHIBIT
INDEX
Exhibit Number
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Description
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1.1
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Underwriting
Agreement dated as of April 13, 2010 among Raymond James & Associates,
Inc., as the sole underwriter, the Company and the Operating
Partnership
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5.1
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Opinion
of DLA Piper LLP (US) regarding legality of the shares
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8.1
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Opinion
of DLA Piper LLP (US) regarding tax matters
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23.1
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Consent
of DLA Piper LLP (US) (included in Exhibit 5.1 and Exhibit
8.1)
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