Filed Pursuant to Rule 424(b)(5)
Registration No. 333-218476
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 2, 2017)
$400,000,000
Common Stock
We have entered into separate at the market (“ATM”) equity distribution agreements with Raymond James & Associates, Inc. (“Raymond James”), Robert W. Baird & Co. Incorporated (“Baird”), Citigroup Global Markets Inc. (“Citigroup”), Jefferies LLC (“Jefferies”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), SunTrust Robinson Humphrey, Inc. (“SunTrust”), Wells Fargo Securities, LLC (“Wells Fargo Securities”) and Capital One Securities, Inc. (“Capital One”), relating to the offer and sale of shares of our common stock having an aggregate offering price of up to $400,000,000 from time to time. We refer to these entities, when acting in their capacity as sales agents, individually as a “sales agent” and collectively as “sales agents.” The ATM equity distribution agreements with Citigroup, Jefferies and Wells Fargo Securities provide that, in addition to the issuance and sale of common stock by us through a sales agent acting as a sales agent or directly to the sales agent acting as principal for its own account at a price agreed upon at the time of sale, we also may enter into forward sale agreements, between us and Citigroup, Jefferies and Wells Fargo Securities, or their respective affiliates. We refer to Citigroup, Jefferies and Wells Fargo Securities, when acting as agents for forward purchasers (as defined below), individually as a “forward seller” and collectively as “forward sellers.”
Our common stock is traded on the New York Stock Exchange (“NYSE”), under the symbol “ADC.” On July 25, 2019, the last reported sales price of our common stock on the NYSE was $65.77 per share.
To preserve our status as a real estate investment trust (“REIT”) for federal income tax purposes, we impose certain restrictions on the ownership of our stock. See “Description of Common Stock — Restrictions on Ownership and Transfer” in the accompanying prospectus. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions, which may include block trades, or in transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange. The sales agents are not required, individually or collectively, to sell any specific number of shares or dollar amount of our common stock, but each sales agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell shares of our common stock in its capacity as sales agent on terms mutually agreeable to the sales agent and us.
The ATM equity distribution agreements with Citigroup, Jefferies and Wells Fargo Securities provide that, in addition to the issuance and sale of shares of our common stock by us through the sales agents, we also may enter into forward sale agreements under separate master forward sale agreements and related supplemental confirmations between us and a forward seller or its affiliate. We refer to these entities, when acting in this capacity, individually as a “forward purchaser” and collectively as “forward purchasers.” In connection with each particular forward sale agreement, the applicable forward purchaser will borrow from third parties and, through the applicable forward seller, sell a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward sale agreement.
We will not initially receive any proceeds from the sale of borrowed shares of our common stock by a forward seller. We expect to fully physically settle each particular forward sale agreement with the applicable forward purchaser on one or more dates specified by us on or prior to the maturity date of that particular forward sale agreement, in which case we will expect to receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward sale agreement multiplied by the applicable forward sale price. However, we may also elect to cash settle or net share settle a particular forward sale agreement, in which case we may not receive any proceeds from the issuance of shares, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of our common stock (in the case of net share settlement).
Each sales agent will receive from us a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all shares sold through it as sales agent under the applicable ATM equity distribution agreement. In connection with each forward sale, we will pay the applicable forward seller, in the form of a reduced initial forward sale price under the related forward sale agreement with the related forward purchaser, commissions at a mutually agreed rate that shall not be more than 2.0% of the gross sales price of all borrowed shares of common stock sold by it as a forward seller. Each of the sales agents, the forward sellers and/or the forward purchasers may be deemed an “underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agents or the forward sellers in the form of a reduced initial forward sale price under the related forward sale agreements with the related forward purchaser may be deemed to be underwriting discounts or commissions.
Investment in our common stock involves risks. You should consider the risks that we have described in “Risk Factors” beginning on page
S-6 of this prospectus supplement and page
3 of the accompanying prospectus, as well as the risks described in
our most recent Annual Report on Form 10-K, which is incorporated by reference herein, and the other reports we file with the Securities and Exchange Commission (the “SEC”), before buying shares of our common stock.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete and any representation to the contrary is a criminal offense.
| Raymond James | | | Baird | | | Citigroup | | | Jefferies | |
| Stifel | | | SunTrust Robinson Humphrey | | | Wells Fargo Securities | | | Capital One Securities | |
The date of this prospectus supplement is July 26, 2019.