UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 — Other Events.
As described in the Current Report on Form 8-K filed by Americold Realty Trust (the “Company”) on October 16, 2020, the Company and Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) and the subsidiary through which the Company conducts its business, entered into (a) forward sales agreements (the “Initial Forward Sales Agreements”) with each of Citigroup Global Markets Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC (or their respective affiliates) (the “Forward Purchasers”), and (b) an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), the Forward Purchasers and their respective affiliates, relating to the offer and sale of up to 36,685,000 common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), at a public offering price of $38.00 per share, including an option to purchase up to 4,785,000 additional Common Shares.
On November 9, 2020, the Underwriters exercised in full their option to purchase up to an additional 4,785,000 Common Shares (the “Option Shares”), and the Company entered into additional forward sale agreements with each Forward Purchaser (collectively, the “Additional Forward Sales Agreements” and together with the Initial Forward Sales Agreements, the “Forward Sales Agreements”) relating to the exercise of the Option Shares. The sale of the Option Shares closed on November 12, 2020.
The offering and sale of the Common Shares, including the Option Shares, has been registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-237704) and the related prospectus supplement dated October 13, 2020, filed by the Company pursuant to Rule 424(b), and the base prospectus dated April 16, 2020.
The Company expects to use the proceeds, if any, it receives upon the settlement of the Forward Sales Agreements, together with proceeds from its debt private placement, if completed, the issuance of 14,166,667 Common Shares in a private placement with the sellers in connection with the Agro Merchants Acquisition (as defined below) and, if necessary, cash on hand, to fund the previously announced acquisition of certain subsidiaries of Agro Merchants Group that collectively operate the business of Agro Merchants Group (the “Agro Merchants Acquisition”). Any remaining proceeds are expected to be used for the funding of other development, expansion and acquisition opportunities. In the event that the Agro Merchants Acquisition is not completed, the Company intends to use the net proceeds it receives for general business purposes, including repayment of outstanding indebtedness and the funding of other development, expansion and acquisition opportunities.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Forward sale agreement by and between the Company and Citigroup Global Markets Inc. (or its affiliate) regarding the registered forward transaction | |
| 1.2 | Forward sale agreement by and between the Company and BofA Securities, Inc. (or its affiliate) regarding the registered forward transaction | |
| 1.3 | Forward sale agreement by and between the Company and Goldman Sachs & Co. LLC (or its affiliate) regarding the registered forward transaction | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 12, 2020
| AMERICOLD REALTY TRUST | ||
| By: | /s/ Marc Smernoff | |
| Name: | Marc Smernoff | |
| Title: | Chief Financial Officer and Executive Vice President | |