8-K 1 d430127d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 7, 2019

 

 

AMERICOLD REALTY TRUST

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-34723   93-0295215

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

10 Glenlake Parkway, South Tower, Suite 600
Atlanta, Georgia
  30328
(Address of principal executive offices)   (Zip Code)

(678) 441-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Shares of Beneficial Interest, $0.01 par value per share   COLD   New York Stock Exchange

 

 

 


Item 1.01 — Entry into a Material Definitive Agreement.

On May 7, 2019, Americold Realty Trust (the “Company”) and Americold Realty Operating Partnership, L.P. (the “Operating Partnership”) entered into a note and guaranty agreement (the “Note and Guaranty Agreement”) with the purchasers named therein (the “Purchasers”). The Note and Guaranty Agreement provides for the private placement by the Operating Partnership of $350.0 million aggregate principal amount of 4.10% Series C Guaranteed Senior Notes due January 8, 2030 (the “Notes”). The Notes were issued on May 7, 2019. The Notes will pay interest semiannually on January 8 and July 8 of each year, commencing on January 8, 2020, until maturity.

The Operating Partnership may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the outstanding Notes in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a Make-Whole Amount (as defined in the Note and Guaranty Agreement).

The Note and Guaranty Agreement contains a number of customary financial covenants, including, without limitation, a maximum total leverage ratio, a minimum fixed charge coverage ratio, a maximum total secured indebtedness ratio, a minimum unsecured debt service coverage ratio and a maximum unsecured indebtedness to qualified assets ratio. The financial covenants in the Note and Guaranty Agreement are substantially similar to the financial covenants in the Company’s and the Operating Partnership’s senior unsecured credit facilities.

Subject to the terms of the Note and Guaranty Agreement and the Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal, Make-Whole Amount or interest under the Notes, (ii) a default in the performance of the covenants in the Note and Guaranty Agreement, the Notes, and the related guaranties, (iii) a default in the payment of certain other indebtedness of the Operating Partnership, the Company or certain of their subsidiaries, and (iv) bankruptcy events related to the Operating Partnership, the Company and certain of their subsidiaries, the principal and accrued and unpaid interest and the Make-Whole Amount on the outstanding Notes will become due and payable at the option of the Purchasers.

The Operating Partnership’s obligations under the Notes are fully and unconditionally guaranteed by the Company and certain subsidiaries of the Company.

The proceeds from the issuance of the Notes will be used for long-term debt financing of the previously announced Cloverleaf and Lanier acquisitions. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The Operating Partnership offered and sold the Notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The above summary of the Note and Guaranty Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note and Guaranty Agreement. The Note and Guaranty Agreement, including the form of Notes, is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Additionally, on May 8, 2019, the Company issued a press release related to the Company’s and the Operating Partnership’s entry into the Note and Guaranty Agreement. A copy of the press release is filed herewith as Exhibit 99.1.

Item 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 is incorporated herein by reference.


Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

10.1    Note and Guaranty Agreement, dated as of May 7, 2019, by and among the Operating Partnership, the Company and the Purchasers
99.1    Press Release dated May 8, 2019


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:  May 8, 2019

 

AMERICOLD REALTY TRUST
By:   /s/ Marc Smernoff
 

Name:  Marc Smernoff

Title:    Chief Financial Officer and Executive              Vice President