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 Companys 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.
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 worlds 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. Americolds facilities are an integral component of the supply chain connecting food producers, processors, distributors and retailers to consumers.