Current Report Filing (8-k)
16 Dezember 2021 - 10:11PM
Edgar (US Regulatory)
false000145586300014558632021-12-162021-12-16
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)
December 10, 2021
AMERICOLD REALTY TRUST
(Exact name of registrant as specified in its charter)
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Maryland
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001-34723
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93-0295215
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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10 Glenlake Parkway, |
South Tower, Suite 600 |
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Atlanta, |
Georgia |
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30328 |
(Address of principal executive offices)
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(Zip Code)
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(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):
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Shares of Beneficial Interest, $0.01 par value per
share |
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COLD |
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New York Stock Exchange |
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.
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Item 1.01 – Entry into a Material Definitive Agreement
On December 10, 2021, Americold Realty Trust (the “Company”) and
its subsidiary, Americold Realty Operating Partnership, L.P. (the
“Operating Partnership”), and certain of the Operating
Partnership’s subsidiaries entered into a Confirmation of
Incremental Facilities Participation and Joinder Agreement with
HSBC Bank USA, National Association (the “New Lender”), Bank of
America, N.A., as administrative agent (the “Administrative
Agent”), and the other lenders party thereto (collectively, the
“Existing Lenders” and, together with the New Lender, the
“Lenders”) (the “Incremental Confirmation”).
Pursuant to the Incremental Confirmation, (i) the New Lender became
a party to that certain Credit Agreement, dated as of March 26,
2020 (as amended, the “Credit Agreement”); (ii) the Lenders
increased their Commitments by $200 million in the aggregate, with
$150 million allocated as an increase to the revolving credit
facility (the “Incremental Revolving Increase”) and $50 million
allocated as an increase to the term loan facility denominated in
U.S. dollars (the “Incremental Term Loan Increase” and together
with the Incremental Revolving Increase, collectively, the
“Incremental Facilities”); (iii) Schedule 1.1A to the Credit
Agreement was amended and restated to reflect the Incremental
Facilities; and (iv) The Huntington National Bank and PNC Bank,
National Association will each become a documentation agent under
the Credit Agreement.
The Incremental Confirmation does not otherwise modify the terms of
the Credit Agreement. For a description of the Credit Agreement,
see the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 30, 2020, which
description is incorporated herein by reference.
The above summary of the Incremental Confirmation does not purport
to be complete and is qualified in its entirety by reference to the
full text of the Incremental Confirmation, a copy of which is
included herewith as Exhibit 10.1 and is incorporated herein by
reference.
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
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Exhibit No. |
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Description |
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Confirmation of Incremental Facilities Participation and Joinder
Agreement.
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104 |
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Cover Page Interactive Data File (embedded within the Inline XRBL
document).
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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: December 16, 2021
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AMERICOLD REALTY TRUST |
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By: |
/s/ Marc J. Smernoff |
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Name: Marc J. Smernoff
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Title: Chief Financial Officer and Executive Vice
President
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