Filed Pursuant to Rule 424(b)(5)
Registration No. 333-270664
PROSPECTUS SUPPLEMENT
(To Prospectus Dated
March 17, 2023)
$900,000,000
Common Stock
We have entered
into an equity distribution agreement, or the equity distribution agreement, with BofA Securities, Inc., Robert W. Baird & Co. Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc.,
Jefferies LLC, Citizens JMP Securities, LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Rabo Securities USA, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Regions Securities
LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc., or collectively, the agents, and the forward purchasers, as defined below, relating to the offer and sale of shares of our common stock, $0.01 par value per share, or our common stock,
offered by this prospectus supplement and the accompanying prospectus pursuant to a continuing offering program. In accordance with the terms of the equity distribution agreement, an aggregate gross sales price of up to $900,000,000 of shares of our
common stock may be offered and sold from time to time under this prospectus supplement and the accompanying prospectus through the agents, acting as our agents or as forward sellers, as defined below, or directly to the agents, acting as principal.
Pursuant to an equity distribution agreement, dated as of March 17, 2023, we previously offered shares having an aggregate gross sales price of up to $900,000,000 by means of a prospectus supplement dated March 17, 2023, or the Prior
Program. We sold shares having an aggregate gross sales price of $418.9 million under the Prior Program, and the Prior Program has been terminated.
Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated
transactions, which may include block trades, or transactions that are deemed to be at the market offerings as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including sales made in ordinary
brokers transactions on the New York Stock Exchange, or the NYSE, or sales made to or through a market maker other than on an exchange, or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices
or at negotiated prices, or by any other method permitted by applicable law.
In addition to the issuance and sale of shares of our common
stock through our agents or to the agents, acting as principal, we may enter into separate forward sale agreements with any of BofA Securities, Inc., Robert W. Baird & Co. Incorporated, Citibank, N.A., Goldman Sachs & Co. LLC, HSBC
Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc.
and Truist Securities, Inc., or their respective affiliates. We refer to these entities, when acting in this capacity, individually as a forward purchaser and collectively as forward purchasers. In connection with each particular forward sale
agreement, we expect that the relevant forward purchaser or its affiliate will attempt to borrow from third parties and, through the relevant agent, sell a number of shares of our common stock equal to the number of shares of our common stock
underlying the particular forward sale agreement. We refer to these agents, when acting as agents for forward purchasers, individually as a forward seller and collectively as forward sellers.
We will not receive any proceeds from any sale of borrowed shares of our common stock through a forward seller. We expect to fully physically
settle each particular forward sale agreement with the relevant forward purchaser on one or more dates specified by us on or prior to the maturity date of that particular forward sale agreement, in which case we expect to receive aggregate net cash
proceeds at settlement equal to the number of shares of our common stock underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, we may also elect to cash settle or net share settle a particular
forward sale agreement, in which case we may not receive any proceeds from the issuance of shares of our common stock, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of our common stock (in the
case of net share settlement). See Plan of Distribution herein.
Each of our agents will receive from us a commission that will
not exceed, but may be lower than, 2% of the gross sales price of all shares of our common stock sold through it as our agent under the equity distribution agreement. In connection with each forward sale agreement, we will pay the relevant forward
seller, in the form of a reduced initial forward sale price under the related forward sale agreement with the related forward purchaser, commissions at a mutually agreed rate that will not exceed, but may be lower than, 2% of the gross sales price
of all borrowed shares of our common stock sold through it as a forward seller. Each of the agents may be deemed an underwriter within the meaning of the Securities Act, and the compensation paid to the agents or the forward sellers in
the form of a reduced initial forward sale price under the related forward sale agreement with the related forward purchaser may be deemed to be underwriting discounts or commissions. See Plan of Distribution herein.
We also may sell some or all of the shares of our common stock to an agent as principal for its own account at a price agreed upon at the time
of sale. In addition, we may agree with any agent to sell shares of our common stock other than through ordinary brokers transactions using sales efforts and methods that may constitute distributions within the meaning of Rule 100
of Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and for which we may agree to pay such agent a commission that may exceed 2% of the gross sales price of shares of our common stock sold through such agent.
Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol COLD. On November 8, 2023, the
closing price of our common stock as reported on the NYSE was $25.36 per share.
We are a Maryland corporation that operates as a real
estate investment trust, or a REIT, for U.S. federal income tax purposes. Our articles of incorporation, or our charter, contains a restriction on ownership of our stock that prevents any person or entity from owning, directly or indirectly, more
than 9.8% (in value) of our outstanding stock, subject to certain exceptions. These restrictions, as well as other stock ownership and transfer restrictions contained in our charter, are designed to enable us to comply with the restrictions imposed
on REITs by the Internal Revenue Code of 1986, as amended, or the Code. See Description of StockRestrictions on Transfer in the accompanying prospectus.
Investing in shares of our common stock involves risks. See Risk Factors beginning on page S-9 of this prospectus supplement, page 3 of the accompanying prospectus, page 16 of our Annual Report on Form 10-K for the year ended December 31, 2022, which is
incorporated by reference in this prospectus supplement and the accompanying prospectus, as well as in any other reports we file with the Securities and Exchange Commission that are incorporated by reference in this prospectus supplement and the
accompanying prospectus, including our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities
or determined whether this prospectus supplement or the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
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BofA Securities |
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Baird |
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Citigroup |
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Goldman Sachs & Co. LLC |
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HSBC |
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Jefferies |
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JMP Securities
A CITIZENS COMPANY |
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J.P. Morgan |
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Mizuho |
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Morgan Stanley |
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Rabo Securities |
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Raymond James |
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RBC Capital Markets |
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Regions Securities LLC |
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Scotiabank |
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Truist Securities |
The date of this prospectus supplement is November 9, 2023.