XML 30 R17.htm IDEA: XBRL DOCUMENT v3.22.0.1
Debt
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt Debt
The Company’s outstanding indebtedness as of December 31, 2021 and 2020 is as follows:
Contractual Interest Rate
Effective Interest Rate as of December 31, 2021
December 31, 2021December 31, 2020
Indebtedness
Stated Maturity DateCarrying AmountEstimated Fair
Value		Carrying AmountEstimated Fair
Value
2013 Mortgage Loans
(in thousands)
Senior note
5/20233.81%4.14%$167,545 $170,503 $174,693 $180,807 
Mezzanine A
5/20237.38%7.55%70,000 70,875 70,000 71,925 
Mezzanine B
5/202311.50%11.75%32,000 32,560 32,000 33,040 
Total 2013 Mortgage Loans
269,545 273,938 276,693 285,772 
Chile Mortgages(12)
2022 - 20294.01%4.01%9,761 9,761 — — 
Senior Unsecured Notes
Series A notes
1/20264.68%4.77%200,000 217,500 200,000 231,000 
Series B notes
1/20294.86%4.92%400,000 454,000 400,000 475,000 
Series C notes
1/20304.10%4.15%350,000 385,000 350,000 400,750 
Series D notes(5)
1/20311.62%1.67%454,800 441,724 488,640 488,640 
Series E notes(6)
1/20331.65%1.70%397,950 388,499 427,560 427,560 
Total Senior Unsecured Notes
1,802,750 1,886,723 1,866,200 2,022,950 
2020 Senior Unsecured Term Loan Tranche A-1(1)
3/2025
L+0.95%
1.33%
175,000 173,688 325,000 323,375 
2020 Senior Unsecured Term Loan Tranche A-2 (2)(4)
3/2025
C+0.95%
1.55%
197,800 196,811 196,325 195,343 
Total 2020 Senior Unsecured Term Loan A Facility
372,800 370,499 521,325 518,718 
2020 Senior Unsecured Revolving Credit Facility-1(2)(3)(7)
3/2024
C+0.85%
1.83%43,516 43,407 — — 
2020 Senior Unsecured Revolving Credit Facility-2(3)(8)(9)
3/2024
SONIA
+0.85%
1.61%92,694 92,462 — — 
2020 Senior Unsecured Revolving Credit Facility-3(1)(3)
3/2024
L+0.85%
1.48%205,000 204,488 — — 
2020 Senior Unsecured Revolving Credit Facility-4(3)(10)(11)
3/2024
BBSW
+0.85%
1.45%58,104 57,959 — — 
Total 2020 Senior Unsecured Revolving Credit Facility
399,314 398,316 — — 
Total principal amount of indebtedness2,854,170 2,939,237 2,664,218 2,827,440 
Less deferred financing costs
(11,050)n/a(15,952)n/a
Total indebtedness, net of unamortized deferred financing costs (3)
$2,843,120 $2,939,237 $2,648,266 $2,827,440 
(1)L = one-month LIBOR
(2)C = one-month CDOR
(3)The Company has the option to extend the 2020 Senior Unsecured Revolving Credit Facility up to two times for a six-month period each.
(4)The 2020 Senior Unsecured Term Loan Tranche A-2 is denominated in Canadian dollars and aggregates to CAD 250.0 million. The carrying value in the table above is the US dollar equivalent as of December 31, 2021.
(5)The Senior Unsecured Notes Series D is denominated in Euros and aggregates to €400.0 million. The carrying value in the table above is the US dollar equivalent as of December 31, 2021.
(6)The Senior Unsecured Notes Series E is denominated in Euros and aggregates to €350.0 million. The carrying value in the table above is the US dollar equivalent as of December 31, 2021.
(7) The Senior Unsecured Revolving Credit Facility Draw 1 as of December 31, 2021, is denominated in CAD and aggregates to CAD $55.0 million. The carrying value in the table above is the US dollar equivalent as of December 31, 2021.
(8) The Senior Unsecured Revolving Credit Facility Draw 2 as of December 31, 2021, is denominated in GBP and aggregates to GBP £68.5 million. The carrying value in the table above is the US dollar equivalent as of December 31, 2021.
(9) SONIA = Sterling Overnight Interbank Average Rate.
(10) BBSW = Bank Bill Swap Rate
(11) The Senior Unsecured Revolving Credit Facility Draw 4 as of December 31, 2021, is denominated in AUD and aggregates to AUD 80.0 million. The carrying value in the table above is the US dollar equivalent as of December 31, 2021.
(12) The Chile Mortgages were assumed in connection with the Agro Acquisition, and have varying maturities and interest rates. The above aggregates these given the immaterial balance of each individually.
2020 Senior Unsecured Credit Facility
On March 26, 2020, we entered into a five-year Senior Unsecured Term Loan A Facility and a four-year $800 million Senior Unsecured Revolving Credit Facility, which we refer to as the 2020 Senior Unsecured Credit Facility. The proceeds were used to refinance the existing $800 million 2018 Senior Unsecured Revolving Credit Facility that matured January 23, 2021 and USD denominated $475 million 2018 Senior Unsecured Term Loan maturing January 23, 2023.
The 2020 Senior Unsecured Term Loan A Facility is broken into two tranches. Tranche A-1 is comprised of a $425.0 million USD term loan and Tranche A-2 is comprised of a CAD 250.0 million term loan, both are five-year loans maturing in 2025. Tranche A-2 provides a natural hedge to the Company’s investment in Canada. We refer to Tranches A-1 and A-2 in aggregate as the 2020 Senior Unsecured Term Loan Facility.
On December 30, 2020, we repaid $100.0 million of the $425.0 million USD Tranche A-1 2020 Senior Unsecured Term Loan A. This was funded using the Series D and E debt private placement issuance, more details on this debt issuance can be found under the “Series A, B, C, D, and E Senior Unsecured Notes” section below. In addition, the interest rate swaps associated with the 2020 Senior Unsecured Term Loan A were terminated, resulting in an extinguishment fee of $16.4 million.
On January 29, 2021, we expanded the 2020 Senior Unsecured Revolving Credit Facility by $200.0 million. In addition, we repaid $200.0 million of principal on the 2020 Senior Unsecured Term Loan Tranche A-1.
On December 10, 2021, we entered into a Confirmation of Incremental Facilities Participation and Joinder Agreement on the 2020 Senior Unsecured Term Loan A Facility and 2020 Senior Unsecured Revolving Credit Facility, increasing the principal on the Term Loan Tranche A-1 by $50.0 million and increasing the borrowing capacity of the revolving credit facility by $150.0 million. The proceeds from the Term Loan Tranche A-1 borrowing were used to repay borrowings on the 2020 Senior Unsecured Revolving Credit Facility. The Incremental Confirmation does not otherwise modify the terms of the Credit Agreement. As of December 31, 2021, $2.3 million of unamortized debt issuance costs related to the 2020 Senior Unsecured Term Loan A Facility are included in “Mortgage notes, senior unsecured notes and term loans” in the accompanying Consolidated Balance Sheets, which we amortize as interest expense under the effective interest method.
The maturity of the 2020 Senior Unsecured Revolving Credit Facility is March 26, 2024; however, the Company has the option to extend the maturity up to two times, each for a six-month period. The Company must meet certain criteria in order to extend the maturity. All representations and warranties must be in effect, it must obtain updated resolutions from loan parties, and an additional 6.25 basis points extension fee must be paid. As of December 31, 2021, $4.8 million of unamortized debt issuance costs related to the revolving credit facility are included in “Other assets” in the accompanying Consolidated Balance Sheets, which we amortize as interest expense under the straight-line method. Our 2020 Senior Unsecured Credit Facility contains representations,
covenants and other terms customary for a publicly traded REIT. In addition, it contains certain financial covenants, as defined in the credit agreement, including:

•a maximum leverage ratio of less than or equal to 60% of our total asset value. Following a material acquisition, leverage ratio shall not exceed 65%;
•a maximum unencumbered leverage ratio of less than or equal to 60% to unencumbered asset value. Following a material acquisition, unencumbered leverage ratio shall not exceed 65%;
•a maximum secured leverage ratio of less than or equal to 40% to total asset value. Following a material acquisition, secured leverage ratio shall not exceed 45%;
•a minimum fixed charge coverage ratio of greater than or equal to 1.50x; and
•a minimum unsecured interest coverage ratio of greater than or equal to 1.75x.

Material Acquisition in our 2020 Senior Unsecured Credit Facility is defined as one in which assets acquired exceeds an amount equal to 5% of total asset value as of the last day of the most recently ended fiscal quarter publicly available. Obligations under our 2020 Senior Unsecured Credit Facility are general unsecured obligations of our Operating Partnership and are guaranteed by the Company and certain subsidiaries of the Company. As of December 31, 2021, the Company was in compliance with all debt covenants.

There were $21.6 million letters of credit issued on the Company’s 2020 Senior Unsecured Revolving Credit Facility as of December 31, 2021.

The 2020 Senior Unsecured Credit Facility has language allowing for the transition from LIBOR to other market-approved rates. The LIBOR transition is only relevant for USD-denominated debt, as the SONIA has already transitioned. The BBSW and CDOR rates are not related to LIBOR.
Series A, B, C, D, and E Senior Unsecured Notes
On April 26, 2019, we completed a debt private placement transaction consisting of $350.0 million senior unsecured notes with a coupon of 4.10% due January 8, 2030 (“Series C”). Interest is payable on January 8 and July 8 of each year until maturity. The Company used the proceeds of the private placement transaction to repay the indebtedness outstanding under our senior unsecured revolving credit facility incurred in connection with the funding of the Cloverleaf and Lanier acquisitions.

On November 6, 2018, we completed a debt private placement transaction consisting of (i) $200.0 million senior unsecured notes with a coupon of 4.68% due January 8, 2026 (“Series A”) and (ii) $400.0 million senior unsecured notes with a coupon of 4.86% due January 8, 2029 (“Series B”). Interest is payable on January 8 and July 8 of each year until maturity. The Company used a portion of the proceeds of the private placement transaction to repay the outstanding balances of the $600.0 million Americold 2010 LLC Trust, Commercial Mortgage Pass-Through Certificates, Series 2010, ART. The Company also used the remaining proceeds to extinguish the Australian term loan and the New Zealand term loan.
On December 30, 2020 we completed a debt private placement transaction consisting of (i) €400.00 million senior unsecured notes with a coupon of 1.62% due January 7, 2031 (“Series D”) and (ii) €350.00 million senior unsecured notes with a coupon of 1.65% due January 7, 2033 (“Series E”). Interest is payable on January 7 and July 7 of each year until maturity. In connection with entering into the agreement, we incurred approximately $4.5 million of debt issuance costs related to the issuance, which we amortize as interest expense under the effective interest method. The proceeds of the Series D and Series E issuance were used to fund the Hall’s acquisition, general corporate purposes and to repay a portion of the 2020 Senior Unsecured Term Loan Tranche A-1.
The Series A, B, C, D, and E senior notes (collectively referred to as the “Senior Unsecured Notes”) and guarantee agreement includes a prepayment option executable at any time during the term of the loans. The prepayment can be either a partial payment or payment in full, as long as the partial payment is at least 5% of the outstanding principal. Any prepayment in full must include a make-whole amount, which is the discounted remaining scheduled payments due to the lender. The discount rate to be used is equal to 0.50% plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. The Company must give each lender at least 10 days written notice whenever it intends to prepay any portion of the debt. The notes are general unsecured senior obligations of the Operating Partnership and are guaranteed by the Company and certain subsidiaries of the Company.

If a change in control occurs for the Company, the Company must issue an offer to prepay the remaining portion of the debt to the lenders. The prepayment amount will be 100% of the principal amount, as well as accrued and unpaid interest.

The Company is required to maintain at all times an investment grade debt rating for each series of notes from a nationally recognized statistical rating organization. In addition, the Senior Unsecured Notes contain certain financial covenants required on a quarterly or occurrence basis, as defined in the credit agreement, including:

•a maximum leverage ratio of less than or equal to 60% of our total asset value;
•a maximum unsecured indebtedness to qualified assets ratio of less than 0.60 to 1.00;
•a maximum total secured indebtedness ratio of less than 0.40 to 1.00;
•a minimum fixed charge coverage ratio of greater than or equal to 1.50 to 1.00; and
•a minimum unsecured debt service ratio of greater than or equal to 2.00 to 1.00.

As of December 31, 2021, the Company was in compliance with all debt covenants.

2013 Mortgage Loans
On May 1, 2013, we entered into a mortgage financing in an aggregate principal amount of $322.0 million, which we refer to as the 2013 Mortgage Loans. The debt consists of a senior debt note and two mezzanine notes. The components are cross-collateralized and cross-defaulted. The senior debt note requires monthly principal payments. The mezzanine notes require no principal payments until the stated maturity date in May 2023. The interest rates on the notes are fixed and range from 3.81% to 11.50% per annum. The senior debt note and the two mezzanine notes remain subject to yield maintenance provisions. We used the net proceeds of these loans to refinance certain mortgage loans, acquire two warehouses, and fund general corporate purposes.
The 2013 Mortgage Loans are collateralized by 15 warehouses. The terms governing the 2013 Mortgage Loans require us to maintain certain cash amounts in accounts that are restricted as to their use for the respective warehouses. As of December 31, 2021, the amount of restricted cash associated with the 2013 Mortgage Loans was $3.2 million. Additionally, if we do not maintain certain financial thresholds, including a debt service coverage ratio of 1.10x, the cash generated will further be temporarily restricted and limited to the use for scheduled debt service and operating costs. The 2013 Mortgage Loans are non-recourse to the Company, subject to customary non-recourse provisions as stipulated in the agreements.
The mortgage loan also requires compliance with other financial covenants, including a debt coverage ratio and cash flow calculation, as defined. As of December 31, 2021, the Company was in compliance with all debt covenants.
Debt Covenants
Our Senior Unsecured Credit Facilities, the Senior Unsecured Notes and 2013 Mortgage Loans all require financial statement reporting, periodic reporting of compliance with financial covenants, other established thresholds and performance measurements, and compliance with affirmative and negative covenants that govern our allowable business practices. The affirmative and negative covenants include, among others, continuation of insurance, maintenance of collateral (in the case of the 2013 Mortgage Loans), the maintenance of REIT status, and restrictions on our ability to enter into certain types of transactions or take on certain exposures. As of December 31, 2021, we were in compliance with all debt covenants.
Loss on debt extinguishment, modifications and termination of derivative instruments
In connection with refinancing during 2021, we recorded $2.9 million to “Loss on debt extinguishment, modifications and termination of derivative instruments” in the accompanying Consolidated Statements of Operations. Additionally, we recorded a reclassification of $2.7 million from other comprehensive income to “Loss on debt extinguishment, modifications and termination of derivative instruments” in the accompanying Consolidated Statements of Operations related to the amortization of the portion deferred following the termination of interest rate swaps related to the Senior Unsecured Term Loan A Facility.
In connection with the various refinancing of the Senior Unsecured Credit Facility during 2020, the Company recorded and aggregate $2.3 million to “Loss on debt extinguishment, modifications and termination of derivative instruments” in the accompanying Consolidated Statements of Operations. In addition, the Company terminated the two interest rate swaps related to the 2020 Senior Unsecured Credit Facility for a fee of $16.4 million. Approximately $8.7 million of this fee was recorded in “Accumulated Other Comprehensive Income” and will be amortized to expense through 2024, while $7.7 million was expensed as interest and included within “Loss on debt extinguishment, modifications, and termination of derivative instruments” in the accompanying Consolidated Statements of Operations during the year ended December 31, 2020.
Aggregate future repayments of indebtedness
The aggregate maturities of indebtedness as of December 31, 2021, including amortization of principal amounts due under the mortgage notes for each of the next five years and thereafter, are as follows:
Years Ending December 31:
(In thousands)
2022$8,729
2023263,822
20241,536
2025773,713 
2026201,664
Thereafter
1,604,706
Aggregate principal amount of debt
2,854,170
Less unamortized deferred financing costs
(11,050)
Total debt net of deferred financing costs
$2,843,120
Special Purpose Entity (SPE) Separateness
Each of the Company’s legal entities listed in the table below is a special purpose, bankruptcy remote entity, meaning that such entity’s assets and credit are not available to satisfy the debt and other obligations of either the Company or any of its other affiliates.
Legal Entity/SPERelated Obligation
ART Mortgage Borrower Propco 2013 LLC2013 Mortgage Notes
ART Mortgage Borrower Opco 2013 LLC
For financial reporting purposes, the assets, liabilities, results of operations, and cash flows of each legal entity in the table above are included in the Company’s consolidated financial statements. Because each legal entity is separate and distinct from the Company and its affiliates, the creditors of each legal entity have a claim on the assets of such legal entity prior to those assets becoming available to the legal entity’s equity holders and, therefore, to the creditors of the Company or its other affiliates.