COLD Americold Realty Trust Inc

Americold Realty Trust, Inc. (NYSE: COLD) (the “Company” or “Americold”), a global leader in temperature-controlled logistics, real estate, and value-added services focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, announced today that its operating partnership, Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), has priced an underwritten public offering of $500 million of its 5.409% notes due September 12, 2034 (the “Notes”). The Notes, which were priced at 100% of their principal amount to yield 5.409% to maturity, will be fully and unconditionally guaranteed, jointly and severally (the “Guarantees” and, together with the Notes, the “Securities”), by each of the Company, Americold Realty Operations, Inc., a Delaware corporation and wholly-owned subsidiary of the Company and a limited partner of the Operating Partnership (the “Limited Partner”), and certain subsidiaries of the Operating Partnership (the “Subsidiary Guarantors” and, together with the Company and the Limited Partner, the “Guarantors”). The offering is expected to close on September 12, 2024, subject to customary closing conditions.

The Operating Partnership intends to use the net proceeds from the offering to repay a portion of the outstanding borrowings under its revolving credit facility, to pay fees and expenses incurred in connection with the offering of the Notes and, to the extent there are any remaining proceeds therefrom, for general corporate purposes.

BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC, Rabo Securities USA, Inc., RBC Capital Markets, LLC and Truist Securities, Inc. acted as joint book-running managers for the offering. Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, Huntington Securities, Inc. and Regions Securities LLC acted as senior co-managers for the offering, and HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, Raymond James & Associates, Inc. and Scotia Capital (USA) Inc. acted as co-managers for the offering.

The offering is being made pursuant to an effective shelf registration statement filed by the Operating Partnership and the Guarantors with the U.S. Securities and Exchange Commission (the “SEC”). The offering will be made only by means of the prospectus supplement and accompanying prospectus. The preliminary prospectus supplement and accompanying prospectus related to the offering have been filed with the SEC and are available on the SEC’s website at http://www.sec.gov. A copy of the final prospectus supplement and accompanying prospectus related to the offering may be obtained, when available, from: (i) BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC  28255-0001, Attention: Prospectus Department or by email at dg.prospectus_requests@bofa.com, or by telephone at 1-800-294-1322, (ii) Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus@citi.com, or by telephone at 1-800-831-9146, or (iii) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor, or by telephone at 1-212-834-4533.

Before making an investment in the Securities, potential investors should read the prospectus supplement and accompanying prospectus and the other documents that the Operating Partnership or the Guarantors have filed and will file with the SEC for more complete information about the Operating Partnership and the offering.

This press release 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.

About the Company

Americold is a global leader in temperature-controlled logistics real estate and value added services. Focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, Americold owns and/or operates 239 temperature-controlled warehouses, with approximately 1.4 billion refrigerated cubic feet of storage, in North America, Europe, Asia-Pacific, and South America. Americold’s facilities are an integral component of the supply chain connecting food producers, processors, distributors and retailers to consumers.

Forward-Looking Statements

This press release may contain statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on Americold’s beliefs, assumptions and expectations of Americold’s future financial and operating performance and growth plans, taking into account the information currently available to Americold. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause Americold’s actual results to differ materially from the expectations of future results Americold expresses or implies in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following: rising inflationary pressures, increased interest rates and operating costs; labor and power costs; labor shortages; Americold’s relationship with its associates, the occurrence of any work stoppages or any disputes under Americold’s collective bargaining agreements and employment related litigation; the impact of supply chain disruptions; risks related to rising construction costs; risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, in respect thereof; uncertainty of revenues, given the nature of Americold’s customer contracts; acquisition risks, including the failure to identify or complete attractive acquisitions or failure to realize the intended benefits from Americold’s recent acquisitions; difficulties in expanding Americold’s operations into new markets; uncertainties and risks related to public health crises; a failure of Americold’s information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of its information security systems, networks or processes, and those related to the cyber matter which occurred on April 26, 2023; risks related to implementation of the new enterprise resource planning system; defaults or non-renewals of significant customer contracts; risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations; changes in applicable governmental regulations and tax legislation; risks related to current and potential international operations and properties; actions by Americold’s competitors and their increasing ability to compete with the Company; changes in foreign currency exchange rates; the potential liabilities, costs and regulatory impacts associated with Americold’s in-house trucking services and the potential disruptions associated with Americold’s use of third-party trucking service providers to provide transportation services to Americold’s customers; liabilities as a result of Americold’s participation in multi-employer pension plans; risks related to the partial ownership of properties, including Americold’s joint venture investments; risks related to natural disasters; adverse economic or real estate developments in Americold’s geographic markets or the temperature-controlled warehouse industry; changes in real estate and zoning laws and increases in real property tax rates; general economic conditions; risks associated with the ownership of real estate generally and temperature-controlled warehouses in particular; possible environmental liabilities; uninsured losses or losses in excess of Americold’s insurance coverage; financial market fluctuations; Americold’s failure to obtain necessary outside financing on attractive terms, or at all; risks related to, or restrictions contained in, Americold’s debt financings; decreased storage rates or increased vacancy rates; the potential dilutive effect of Americold’s common stock offerings, including the Company’s ongoing at the market program; the cost and time requirements as a result of Americold’s operation as a publicly traded real estate investment trust (“REIT”); and Americold’s failure to maintain its status as a REIT.

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, although not all forward-looking statements may contain such words. Americold qualifies any forward-looking statements entirely by these cautionary factors. Other risks, uncertainties and factors, including those discussed under “Risk Factors” in Americold’s Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and other reports filed with the SEC, could cause Americold’s actual results to differ materially from those projected in any forward-looking statements the Company makes. Americold assumes 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, except to the extent required by law.

Contacts:

Americold Realty Trust, Inc.Investor RelationsTelephone: 678-459-1959Email: investor.relations@americold.com