Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-271668
Relating to Preliminary Prospectus Supplement
Dated May 14, 2025 to Prospectus Dated May 5, 2023
Agree Limited Partnership
$400,000,000 5.600% Notes due 2035 (the “Notes”)
May 14, 2025
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: | 5.600% Notes due 2035 |
| Expected Ratings (Moody’s / S&P)*: | Baa1 (Stable) / BBB+ (Stable) |
| Aggregate Principal Amount: | $400,000,000 |
| Stated Maturity Date: | June 15, 2035 |
| Public Offering Price: | 99.297% of the principal amount of the Notes |
| Coupon (Interest Rate): | 5.600% per annum |
| Yield to Maturity: | 5.692% |
| Benchmark Treasury: | UST 4.250% due May 15, 2035 |
| Benchmark Treasury Price and Yield: | 97-26+ / 4.522% |
| Spread to Benchmark Treasury: | +117 basis points |
| Interest Payment Dates: | June 15 and December 15 of each year, beginning on December 15, 2025 |
| Optional Redemption: |
· Prior to March 15, 2035 (three months prior to the Stated Maturity Date of the Notes), “make-whole” call at T+20 basis points (calculated as though the actual Stated Maturity Date of the Notes was March 15, 2035) · On or after March 15, 2035 (three months prior to the Stated Maturity Date of the Notes), par call |
| CUSIP / ISIN: | 008513AF0 / US008513AF06 |
| Trade Date: | May 14, 2025 |
| Settlement Date: | May 23, 2025 (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 Notes before the sixth 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: | J.P. Morgan Securities LLC Mizuho Securities USA LLC PNC Capital Markets LLC Wells Fargo Securities, LLC BofA Securities, Inc. Citigroup Global Markets Inc. |
| Co-Managers: | Regions Securities LLC U.S. Bancorp Investments, Inc. Morgan Stanley & Co. LLC SMBC Nikko Securities America, Inc. Raymond James & Associates, Inc. Stifel, Nicolaus & Company, Incorporated |
* 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.
Taking into account the net proceeds of this offering, the Issuer will have a liquidity position of approximately $2.6 billion and the offering will extend the Issuer’s weighted-average debt maturity to approximately 6.4 years, excluding the unsecured revolving credit facility.
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 J.P. Morgan Securities LLC (collect) at 1-212-834-4533, Mizuho Securities USA LLC toll-free at (866) 271-7403, PNC Capital Markets LLC toll-free at 1-855-881-0697 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.
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