Americold Realty Trust Announces Underwriters’ Exercise of Option to Purchase Additional Shares Through Forward Sale Agreements

Americold Realty Trust (NYSE: COLD) (the “Company” or “Americold”) announced today that the underwriters of its recently completed public offering of 31,900,000 common shares have fully exercised their option to purchase an additional 4,785,000 common shares in connection with the additional forward sale agreements described below at the public offering price of $38.00 per share, less the underwriting discount. The exercise of the option is expected to close on November 12, 2020, subject to customary closing conditions.

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

The Company previously announced that it had 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. The Company will enter into additional separate forward sale agreements on substantially the same terms with respect to the 4,785,000 common shares to be sold in connection with the underwriters’ exercise of the option. In connection with the additional forward sale agreements, the forward purchasers or their affiliates are expected to borrow and sell to the underwriters an aggregate of 4,785,000 common shares.

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 36,685,000 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.