Americold Realty Trust Announces Pricing of Public Offering of Common Shares

ATLANTA–(BUSINESS WIRE)–Americold Realty Trust (NYSE:COLD) (the “Company” or “Americold”)
announced today the pricing of its underwritten registered public
offering of 43,750,000 common shares at a public offering price of
$29.75 per share. Americold is issuing and selling 35,500,000 common
shares directly to the underwriters at closing, and the underwriters are
purchasing 8,250,000 common shares related to the forward sale agreement
described below. The Company granted the underwriters a 30-day option to
purchase up to an additional 6,562,500 common shares. The offering is
expected to close on April 22, 2019, subject to customary closing

BofA Merrill Lynch, Goldman Sachs & Co. LLC, Citigroup, J.P. Morgan and
RBC Capital Markets are acting as the joint book-running managers for
the offering. BB&T Capital Markets, BTIG, Citizens Capital Markets, Rabo
Securities, Raymond James, Regions Securities LLC, SunTrust Robinson
Humphrey and Baird are acting as the co-managers for the offering.

The Company has entered into a forward sale agreement with Bank of
America, N.A. (the “forward purchaser”) with respect to 8,250,000 common
shares. In connection with the forward sale agreement, the forward
purchaser or its affiliate is expected to borrow and sell to the
underwriters an aggregate of 8,250,000 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 full physical
settlement of such forward sale agreement on one or more dates specified
by the Company occurring no later than approximately 12 months following
the completion of the offering, an aggregate of 8,250,000 common shares
to the forward purchaser in exchange for cash proceeds per share equal
to the applicable forward sale price, which will initially be the public
offering price less the underwriting discount, and will be subject to
certain adjustments as provided in the forward sale agreement.

The Company will receive proceeds from its direct sale of 35,500,000
common shares in the offering, but it will not initially receive any
proceeds from the sale of common shares by the forward purchaser or its
affiliate. The Company expects to use the net proceeds from its direct
sale of common shares in the offering, together with draws under the
Company’s senior unsecured revolving credit facility, which the Company
expects to repay using the proceeds from its debt private placement, if
completed, to fund the previously announced acquisition of Chiller
Holdco, LLC (the “Cloverleaf Acquisition”). In the event the Cloverleaf
Acquisition is not completed, the Company intends to use the net
proceeds for general business purposes, including repayment of
outstanding indebtedness and the funding of other development, expansion
and acquisition opportunities. The Company expects to use any cash
proceeds that it receives upon the future settlement of the forward sale
agreement to fund the previously announced expansion in Atlanta, Georgia
(the “Atlanta Expansion”) and for general business purposes, including
repayment of outstanding indebtedness and the funding of other
development, expansion and acquisition opportunities.

The offering of the common shares is being made pursuant to an effective
shelf registration statement. The offering is being made only by means
of a prospectus and a related prospectus supplement, a copy of which may
be obtained from:

BofA Merrill Lynch
Attn: Prospectus Department
North College Street, 3rd Floor
Charlotte, NC 28255-0001

Goldman Sachs & Co. LLC
Attn: Prospectus Department
West Street
New York, NY 10282
Telephone: 866-471-2526

A copy of the prospectus and related prospectus supplement may also be
obtained free of charge from the Securities and Exchange Commission’s
web site at

This press release does not constitute an offer to sell or the
solicitation of an offer to buy nor will there be any sale of these
securities in any state or other jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or

Forward-Looking Statements

This press release contains statements about future events and
expectations that constitute forward-looking statements. Forward-looking
statements are based on the Company’s beliefs, assumptions and
expectations of its future financial and operating performance and
growth plans, taking into account the information currently available to
the Company. These statements are not statements of historical fact.
Forward-looking statements involve risks and uncertainties that may
cause the Company’s actual results to differ materially from the
expectations of future results the Company expresses or implies in any
forward-looking statements, and the Company should not place undue
reliance on such statements. Factors that could contribute to these
differences include, but are not limited to, risks related to the
integration of Chiller Holdco, LLC into the Company’s business, risks
related to expansions of existing properties and developments of new
properties such as the Atlanta Expansion and the three expansion
opportunities related to the Cloverleaf Acquisition, including failure
to meet budgeted costs, timeframes or stabilized returns in respect
thereof and risks related to the method of settlement of the Company’s
forward sale agreements, and the form and amount of proceeds of such

Words such as “anticipates,” “believes,” “continues,” “estimates,”
“expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,”
“plans,” “potential,” “near-term,” “long-term,” “projections,”
“assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,”
“trends,” “should,” “could,” “would,” “will” and similar expressions are
intended to identify such forward-looking statements. The Company
qualifies any forward-looking statements entirely by these cautionary
factors. Other risks, uncertainties and factors, including those
discussed under the heading “Risk Factors” in the Company’s annual
report on Form 10-K for the year ended December 31, 2018, could cause
the Company’s actual results to differ materially from those projected
in any forward-looking statements the Company makes. The Company assumes
no obligation to update or revise these forward-looking statements for
any reason, or to update the reasons actual results could differ
materially from those anticipated in these forward-looking statements,
even if new information becomes available in the future.

About Americold Realty Trust

Americold is the world’s largest publicly traded REIT focused on the
ownership, operation and development of temperature-controlled
warehouses. Based in Atlanta, Georgia, Americold owns and operates 155
temperature-controlled warehouses, with approximately 918.7 million
refrigerated cubic feet of storage, in the United States, Australia, New
Zealand, Canada, and Argentina. Americold’s facilities are an integral
component of the supply chain connecting food producers, processors,
distributors and retailers to consumers.


Americold Realty Trust
Investor Relations