ATLANTA--(BUSINESS WIRE)--
Americold Realty Trust (the “Company” or “Americold”) announced today
that it has commenced an underwritten registered public offering of
31,000,000 common shares. The Company will be issuing and selling
4,000,000 common shares directly to the underwriters at closing and the
underwriters will purchase 6,000,000 common shares related to the
forward sale agreement described below. Selling shareholders are selling
an additional 21,000,000 common shares and are expected to grant the
underwriters a 30-day option to purchase up to an additional 4,650,000
common shares.
BofA Merrill Lynch, J.P. Morgan and Goldman Sachs & Co. LLC are acting
as the joint book-running managers for the offering.
The Company expects to enter 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 is expected to borrow and sell to the
underwriters an aggregate of 6,000,000 common shares that will be
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 will initially be the public
offering price less the underwriting discount, and will be subject to
certain adjustments as provided in the forward sale agreement.
The Company will receive proceeds from its direct sale of 4,000,000
common shares in the offering, but it will 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 the development of three
warehouses anticipated to be exclusively leased to Woolworths Group
Limited in Australia (the “Woolworths 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 the Woolworths development projects,
repayment of outstanding indebtedness and the funding of other
development, expansion and acquisition opportunities.
The offering of the common shares is being made only by means of a
preliminary prospectus dated September 11, 2018, a copy of which may be
obtained through:
BofA Merrill Lynch
Attn: Prospectus Department
NC1-004-03-43
200
North College Street, 3rd Floor
Charlotte, NC 28255-0001
Email:
dg.prospectus_requests@baml.com
J.P. Morgan Securities LLC
Attn: Broadridge Financial
Solutions
1155 Long Island Avenue
Edgewood, NY
11717
Telephone: 866-803-9204
Email: prospectus-eq_fi@jpmchase.com
Goldman Sachs & Co. LLC
Attn: Prospectus Department
200
West Street
New York, NY 10282
Telephone:
866-471-2526
Facsimile: 212-902-9316
Email: prospectus-ny@ny.email.gs.com
A copy of the preliminary prospectus may also be obtained free of charge
from the Securities and Exchange Commission’s web site at www.sec.gov.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not been declared
effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.
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 the
Woolworths 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
or
Media:
mediarelations@americold.com
www.americold.com
Source: Americold Realty Trust