ATLANTA--(BUSINESS WIRE)--
Americold Realty Trust (the “Company” or “Americold”) (NYSE:COLD)
announced today the closing of its underwritten registered public
offering of 42,849,000 common shares (including 5,589,000 common shares
sold pursuant to the exercise in full of the underwriters’ option to
purchase additional common shares from certain selling shareholders) at
a public offering price of $24.50 per share. Americold issued and sold
4,000,000 common shares directly to the underwriters at closing, and the
underwriters purchased 6,000,000 common shares related to the forward
sale agreement described below. The selling shareholders sold an
additional 32,849,000 common shares (including 5,589,000 common shares
sold pursuant to the exercise in full of the underwriters’ option to
purchase additional common shares from certain selling shareholders) to
the underwriters.
BofA Merrill Lynch, J.P. Morgan, Goldman Sachs & Co. LLC, RBC Capital
Markets, Citigroup and Morgan Stanley acted as the joint book-running
managers for the offering. Rabo Securities, Baird, Citizens Capital
Markets, Raymond James, SunTrust Robinson Humphrey, BTIG and BB&T
Capital Markets acted as the co-managers for the offering.
Americold entered into a forward sale agreement with Bank of America,
N.A. (the “forward purchaser”) with respect to 6,000,000 common shares.
In connection with the forward sale agreement, the forward purchaser or
its affiliate borrowed and sold to the underwriters an aggregate of
6,000,000 common shares that were delivered in the offering.
Subject to its right to elect cash or net share settlement subject to
certain conditions, the Company intends to deliver, upon full physical
settlement of such forward sale agreement on one or more dates specified
by the Company occurring no later than approximately 12 months following
the completion of the offering, an aggregate of 6,000,000 common shares
to the forward purchaser in exchange for cash proceeds per share equal
to the applicable forward sale price, which is the public offering price
less the underwriting discount, subject to certain adjustments as
provided in the forward sale agreement.
The Company received proceeds from its direct sale of 4,000,000 common
shares in the offering, but it did not initially receive any proceeds
from the sale of common shares by the forward purchaser or its affiliate
and will not receive any proceeds from the sale of common shares by the
selling shareholders. The Company expects to use the net proceeds from
its direct sale of common shares in the offering to initially increase
cash on the Company’s balance sheet and for general corporate purposes,
which may include funding recently announced development projects and
the funding of other development, expansion and acquisition
opportunities. The Company expects to use any cash proceeds that it
receives upon the future settlement of the forward sale agreement for
general corporate purposes, which may include funding recently announced
development projects, repayment of outstanding indebtedness and the
funding of other development, expansion and acquisition opportunities.
A registration statement relating to these common shares was filed with
the Securities and Exchange Commission (the “SEC”) and was declared
effective on September 13, 2018.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy nor will there be any sale of these
securities in any state or other jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Forward-Looking Statements
This press release contains statements about future events and
expectations that constitute forward-looking statements. Forward-looking
statements are based on our beliefs, assumptions and expectations of our
future financial and operating performance and growth plans, taking into
account the information currently available to us. These statements are
not statements of historical fact. Forward-looking statements involve
risks and uncertainties that may cause our actual results to differ
materially from the expectations of future results we express or imply
in any forward-looking statements, and you should not place undue
reliance on such statements. Factors that could contribute to these
differences include, but are not limited to, risks related to expansions
of existing properties and developments of new properties and recently
announced development projects, including failure to meet budgeted or
stabilized returns in respect thereof and risks related to the method of
settlement of the forward sale agreement, and the form and amount of
proceeds of such settlement.
Words such as “anticipates,” “believes,” “continues,” “estimates,”
“expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,”
“plans,” “potential,” “near-term,” “long-term,” “projections,”
“assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,”
“trends,” “should,” “could,” “would,” “will” and similar expressions are
intended to identify such forward-looking statements. Examples of
forward-looking statements included in this press release include, among
others, statements about our expected expansion and development pipeline
and our targeted return on invested capital on expansion and development
opportunities and about the settlement of the forward sale agreement. We
qualify any forward-looking statements entirely by these cautionary
factors. Other risks, uncertainties and factors, including those
discussed under the heading “Risk Factors” in our annual report on Form
10-K for the year ended December 31, 2017, could cause our actual
results to differ materially from those projected in any forward-looking
statements we make. We assume no obligation to update or revise these
forward-looking statements for any reason, or to update the reasons
actual results could differ materially from those anticipated in these
forward-looking statements, even if new information becomes available in
the future.
About Americold Realty Trust
Americold is the world’s largest owner of temperature-controlled
warehouses. Based in Atlanta, Georgia, Americold owns and operates 156
temperature-controlled warehouses, with approximately 924 million cubic
feet of storage, in the United States, Canada, Australia, New Zealand
and Argentina. Americold’s facilities are an integral component of the
supply chain connecting food producers, processors, distributors and
retailers to consumers.
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Americold Realty Trust
Investor Relations:
(678) 459-1959
investor.relations@americold.com
Source: Americold Realty Trust