Americold Realty Trust Announces Upsize and Pricing of Forward Common Share Offering

Americold Realty Trust (NYSE: COLD) (the “Company” or “Americold”) announced today the upsize and pricing of its underwritten registered public offering of 31,900,000 common shares at a public offering price of $38.00 per share in connection with the forward sale agreements described below. The offering was upsized from the previously announced offering size of 29,000,000 common shares. The underwriters have been granted a 30-day option to purchase up to an additional 4,785,000 common shares. The offering is expected to close on October 16, 2020, subject to customary closing conditions.

Citigroup Global Markets Inc., BofA Securities and Goldman Sachs & Co. LLC are acting as lead book-running managers and representatives of the underwriters. J.P. Morgan, Morgan Stanley, Rabo Securities, RBC Capital Markets and Truist Securities are acting as book-running managers and BTIG, Citizens Capital Markets, Raymond James, Regions Securities LLC, Baird and Berenberg are acting as co-managers for this offering.

The Company has entered into separate forward sale agreements with Citigroup Global Markets Inc., BofA Securities and Goldman Sachs & Co. LLC or their respective affiliates (the “forward purchasers”) with respect to a total of 31,900,000 common shares. If the underwriters exercise their option to purchase additional common shares, the Company expects to enter into additional separate forward sale agreements on substantially the same terms with each of the forward purchasers for a total number of common shares equal to the number of common shares the underwriters elect to purchase in their option exercise. In connection with the forward sale agreements, the forward purchasers are expected to borrow and sell to the underwriters an aggregate of 31,900,000 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 settlement of the forward sale agreements on one or more dates specified by the Company, which are expected to occur no later than approximately 12 months following the date of the prospectus supplement relating to the offering (unless extended), an aggregate of 31,900,000 common shares to the forward purchasers in exchange for cash proceeds per common share equal to the applicable forward sale price, which will be the public offering price, less the underwriting discount, and will be subject to certain adjustments as provided in each such forward sale agreement.