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v3.23.2

Debt | 6 Months Ended
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Jun. 30, 2023
Debt |
Debt | Note 5 – Debt As of June 30, 2023, the Company had total gross indebtedness of $2.16 billion, including (i) $49.9 million of mortgage notes payable; (ii) $1.81 billion of senior unsecured notes; and (iii) $303.0 million outstanding under the Revolving Credit Facility (defined below). Mortgage Notes Payable As of June 30, 2023, the Company had total gross mortgage indebtedness of $49.9 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $85.0 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.92% as of June 30, 2023 and 3.94% as of December 31, 2022. Mortgage notes payable consisted of the following (presented in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | June 30, 2023 |  | December 31, 2022
Note payable in monthly installments of interest only at 5.01% per annum, with a balloon payment due September 2023 | ​ | $ | 4,622 | ​ | $ | 4,622
​ | ​ |  | ​ | ​ |  |
Note payable in monthly installments of $92 including interest at 6.27% per annum, with a final monthly payment due July 2026 | ​ | ​ | 3,077 | ​ | ​ | 3,523
​ | ​ | ​ | ​ | ​ | ​ | ​
Note payable in monthly installments of interest only at 3.63% per annum, with a balloon payment due December 2029 | ​ |  | 42,250 | ​ |  | 42,250
​ | ​ |  |  | ​ |  |
Total principal | ​ |  | 49,949 | ​ |  | 50,395
Unamortized debt issuance costs and assumed debt discount, net | ​ |  | (2,248) | ​ |  | (2,424)
Total | ​ | $ | 47,701 | ​ | $ | 47,971
​ In connection with a four-property acquisition during the three months ended June 30, 2022, the Company assumed an interest only, mortgage note payable with a principal balance of $42.3 million and stated interest rate of 3.63% maturing December 2029. In connection with the purchase price allocation, the mortgage debt was recorded at fair value as of the date of acquisition resulting in a $2.5 million debt discount that will be amortized over the term of the mortgage note payable into interest expense in the Condensed Consolidated Statements of Operations and Comprehensive Income. The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or material misrepresentations, misstatements or omissions by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At June 30, 2023, there were no mortgage loans with partial recourse to the Company. The Company has entered into mortgage loans that are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that the Company defaults under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan. Senior Unsecured Notes The following table presents the senior unsecured notes principal balances net of unamortized debt issuance costs and original issue discounts for the Company’s private placement and public offerings as of June 30, 2023 and December 31, 2022 (presented in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | All-in | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Interest Rate (1) | ​ | Maturity | ​ | June 30, 2023 |  | December 31, 2022
2025 Senior Unsecured Notes | 4.16 | % | ​ | May 2025 | ​ | $ | 50,000 | ​ | $ | 50,000
2027 Senior Unsecured Notes | 4.26 | % | ​ | May 2027 | ​ |  | 50,000 | ​ |  | 50,000
2028 Senior Unsecured Public Notes (2) | 2.11 | % | ​ | June 2028 | ​ |  | 350,000 | ​ |  | 350,000
2028 Senior Unsecured Notes | 4.42 | % | ​ | July 2028 | ​ | ​ | 60,000 | ​ | ​ | 60,000
2029 Senior Unsecured Notes | 4.19 | % | ​ | September 2029 | ​ |  | 100,000 | ​ |  | 100,000
2030 Senior Unsecured Notes | 4.32 | % | ​ | September 2030 | ​ |  | 125,000 | ​ |  | 125,000
2030 Senior Unsecured Public Notes (3) | 3.49 | % | ​ | October 2030 | ​ | ​ | 350,000 | ​ | ​ | 350,000
2031 Senior Unsecured Notes (4) | 4.42 | % | ​ | October 2031 | ​ | ​ | 125,000 | ​ | ​ | 125,000
2032 Senior Unsecured Public Notes (5) | 3.96 | % | ​ | October 2032 | ​ | ​ | 300,000 | ​ | ​ | 300,000
2033 Senior Unsecured Public Notes (6) | 2.13 | % | ​ | June 2033 | ​ |  | 300,000 | ​ | ​ | 300,000
Total Principal | ​ | ​ | ​ | ​ | ​ |  | 1,810,000 | ​ |  | 1,810,000
Unamortized debt issuance costs and original issue discounts, net | ​ | ​ | ​ | ​ | ​ |  | (16,802) | ​ |  | (17,953)
Total | ​ | ​ | ​ | ​ | ​ | $ | 1,793,198 | ​ | $ | 1,792,047
(1) The all-in interest rate reflects the straight-line amortization of the terminated swap agreements, as applicable. (2) The 2028 Senior Unsecured Public Notes’ stated coupon rate is 2.00%. (3) The 2030 Senior Unsecured Public Notes’ stated coupon rate is 2.90%. (4) The 2031 Senior Unsecured Notes’ stated coupon rate is 4.47%. (5) The 2032 Senior Unsecured Public Notes’ stated coupon rate is 4.80%. (6) The 2033 Senior Unsecured Public Notes’ stated coupon rate is 2.60%. ​ The Company has entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows on forecasted issuances of debt. Refer to Note 9 – Derivative Instruments and Hedging Activity. In connection with pricing certain Senior Unsecured Notes and Senior Unsecured Public Notes, the Company terminated forward-starting interest rate swap agreements to fix the interest rate on all or a portion of the respective notes. Senior Unsecured Notes – Private Placements The Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act. Senior Unsecured Notes – Public Offerings The Senior Unsecured Public Notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and trustee (as supplemented by an officer’s certificate dated at the issuance of each of the Public Notes, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. Senior Unsecured Revolving Credit Facility In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement which provided for a $1.0 billion senior unsecured revolving credit facility (the "Revolving Credit Facility") that bore interest based on a pricing grid with a range of 72.5 to 140 basis points over LIBOR, determined by the Company’s credit ratings and leverage ratio. Based on the Company’s credit ratings and leverage ratio at the time of closing, pricing on the Revolving Credit Facility was 77.5 basis points over LIBOR. In November 2022, the Company entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement which converted the interest rate on its $1.0 billion Revolving Credit Facility from a spread over LIBOR to a spread over SOFR plus a SOFR adjustment of 10 basis points. The margins for the Revolving Credit Facility are subject to improvement based on the Company's leverage ratio, provided its credit ratings meet a certain threshold. Based on the Company's credit ratings and leverage ratio at the time of closing plus the SOFR adjustment of 10 basis points, pricing on the Revolving Credit Facility was 87.5 basis points over SOFR. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing may be reduced if specific ESG ratings are achieved. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027. The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the Revolving Credit Facility is less than $14.0 million. Debt Maturities The following table presents scheduled principal payments related to the Company’s debt as of June 30, 2023 (presented in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Scheduled |  | Balloon |  | ​ | ​
​ | Principal | ​ | Payment | ​ | Total
Remainder of 2023 | $ | 459 | ​ | $ | 4,622 | ​ | $ | 5,081
2024 | ​ | 963 | ​ | ​ | — | ​ | ​ | 963
2025 |  | 1,026 | ​ |  | 50,000 | ​ |  | 51,026
2026 (1) |  | 629 | ​ |  | 303,000 | ​ |  | 303,629
2027 | ​ | — | ​ | ​ | 50,000 | ​ | ​ | 50,000
Thereafter |  | — | ​ |  | 1,752,250 | ​ |  | 1,752,250
Total scheduled principal payments | $ | 3,077 | ​ | $ | 2,159,872 | ​ | $ | 2,162,949
| (1) | The Revolving Credit Facility matures in January 2026, with options to extend the maturity to January 2027. The Revolving Credit Facility had a $303.0 million outstanding balance as of June 30, 2023.
Loan Covenants Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum total leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ​ ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of June 30, 2023, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its loan covenants and obligations as of June 30, 2023.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I + Details
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