Americold Realty Trust Announces Pricing of Public Offering of Common Shares

Americold Realty Trust (NYSE:COLD) (the “Company” or “Americold”) announced today the pricing of its underwritten registered public offering of 43,750,000 common shares at a public offering price of $29.75 per share. Americold is issuing and selling 35,500,000 common shares directly to the underwriters at closing, and the underwriters are purchasing 8,250,000 common shares related to the forward sale agreement described below. The Company granted the underwriters a 30-day option to purchase up to an additional 6,562,500 common shares. The offering is expected to close on April 22, 2019, subject to customary closing conditions.

BofA Merrill Lynch, Goldman Sachs & Co. LLC, Citigroup, J.P. Morgan and RBC Capital Markets are acting as the joint book-running managers for the offering. BB&T Capital Markets, BTIG, Citizens Capital Markets, Rabo Securities, Raymond James, Regions Securities LLC, SunTrust Robinson Humphrey and Baird are acting as the co-managers for the offering.

The Company has entered into a forward sale agreement with Bank of America, N.A. (the “forward purchaser”) with respect to 8,250,000 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 8,250,000 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 8,250,000 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 35,500,000 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. The Company expects to use the net proceeds from its direct sale of common shares in the offering, together with draws under the Company’s senior unsecured revolving credit facility, which the Company expects to repay using the proceeds from its debt private placement, if completed, to fund the previously announced acquisition of Chiller Holdco, LLC (the “Cloverleaf Acquisition”). In the event the Cloverleaf Acquisition is not completed, the Company intends to use the net proceeds for general business purposes, including repayment of outstanding indebtedness 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 to fund the previously announced expansion in Atlanta, Georgia (the “Atlanta Expansion”) and for general business purposes, including repayment of outstanding indebtedness and the funding of other development, expansion and acquisition opportunities.