Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

Debt

The following table reflects a summary of our outstanding indebtedness as of September 30, 2024 and December 31, 2023 (in thousands):

	September 30, 2024		December 31, 2023
	Carrying Amount		Carrying Amount
Senior Unsecured Notes	$	2,285,189	$	1,777,925
Senior Unsecured Term Loans	829,820		833,775
Senior Unsecured Revolving Credit Facility	268,508		392,156
Total principal amount of indebtedness	$	3,383,517	$	3,003,856
Less: unamortized deferred financing costs	(14,568)		(10,578)
Total indebtedness, net of deferred financing costs	$	3,368,949	$	2,993,278

Public Senior Unsecured Notes Offering

On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s senior unsecured 5.409% notes (the “Public Senior Unsecured Notes”) due September 12, 2034. The Public Senior Unsecured Notes were offered pursuant to the Registration Statement further described in Note 1 - General l to these Condensed Consolidated Financial Statements. The Public Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations, Inc., a wholly-owned subsidiary of the Company and a limited partner of the Operating Partnership, and certain subsidiaries of the Operating Partnership. The Public Senior Unsecured Notes bear interest at a rate of 5.409% per year, and interest is payable on March 12 and September 12 of each year, with the first payment occurring March 12, 2025.

In connection with the issuance of the Public Senior Unsecured Notes, we incurred approximately $5.9 million of debt issuance costs related to the issuance. The Company determined that the difference between amortizing such fees using the effective interest rate method and the straight line method was immaterial. Therefore, the fees will be recognized on a straight line basis over the term of the Public Senior Unsecured Notes as “Interest expense” on the Condensed Consolidated Statement of Operations. The proceeds from the issuance of the Public Senior

Unsecured Notes were used to repay a portion of borrowings previously outstanding.

The indenture governing the Public Senior Unsecured Notes and guarantees (which includes the base indenture, dated September 12, 2024, as supplemented by the first supplemental indenture, dated September 12, 2024, and which are together referred to herein as the "indenture") includes an optional redemption provision. Prior to June 12, 2034, the Public Senior Unsecured Notes may be redeemed at our option, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Public Senior Unsecured Notes being redeemed, or (ii) a make-whole premium calculated in accordance with the indenture. On or after June 12, 2034, the Public Senior Unsecured Notes may be redeemed at our option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Public Senior Unsecured Notes to be redeemed. In both cases, the prepayment amount must also include any unpaid interest accrued thereon to, but excluding, the redemption date.

The Public Senior Unsecured Notes require that we maintain at all times a minimum maintenance of total unencumbered assets value of not less than 150% of the aggregate principal amount of all outstanding unsecured debt of the Company, the Operating Partnership and their respective subsidiaries on a consolidated basis. The Public Senior Unsecured Notes also contain certain financial covenants required on a quarterly or occurrence basis, as defined in the offering prospectus, including:

•a maximum total indebtedness to total assets ratio of less than 0.60 to 1.00;

•a maximum total secured indebtedness to total assets ratio of less than 0.40 to 1.00; and

•a minimum interest coverage ratio of not less than1.50 to 1.00.

The indenture governing the Public Senior Unsecured Notes contains additional covenants customary for similar offerings, including, without limitation, that any subsidiary which becomes a co-borrower, guarantor or otherwise becomes obligated under our Senior Unsecured Term Loans or Senior Unsecured Revolving Credit Facility must also fully and unconditionally guarantee the Public Senior Unsecured Notes. The following table provides additional details of all Senior Unsecured Notes as of September 30, 2024 and December 31, 2023 (in thousands):

			September 30, 2024				December 31, 2023
	Stated Maturity Date	Contractual Interest Rate	Borrowing Currency		Carrying Amount (USD)		Borrowing Currency		Carrying Amount (USD)
Private Series A Notes	01/2026	4.68%	$	200,000	$	200,000	$	200,000	$	200,000
Private Series B Notes	01/2029	4.86%	$	400,000	400,000		$	400,000	400,000
Private Series C Notes	01/2030	4.10%	$	350,000	350,000		$	350,000	350,000
Private Series D Notes	01/2031	1.62%	€	400,000	445,434		€	400,000	441,560
Private Series E Notes	01/2033	1.65%	€	350,000	389,755		€	350,000	386,365
Public 5.409% Notes	09/2034	5.41%	$	500,000	500,000		—		—
Total Senior Unsecured Notes					$	2,285,189			$	1,777,925

The following table provides additional details of our Senior Unsecured Term Loans as of September 30, 2024 and December 31, 2023 (in thousands):

		September 30, 2024					December 31, 2023
	Stated Maturity Date(2)	Contractual Interest Rate(1)	Borrowing Currency		Carrying Amount (USD)		Contractual Interest Rate(1)	Borrowing Currency		Carrying Amount (USD)
Tranche A-1	08/2025	SOFR + 0.94%	$	375,000	$	375,000	SOFR + 0.94%	$	375,000	$	375,000
Tranche A-2	01/2028	CORRA + 0.94%	C$	250,000	184,820		CDOR + 0.94%	C$	250,000	188,775
Delayed Draw Tranche A-3	01/2028	SOFR + 0.94%	$	270,000	270,000		SOFR + 0.94%	$	270,000	270,000
Total Senior Unsecured Term Loan Facility					$	829,820				$	833,775

(1) SOFR = one-month Adjusted Term SOFR; CDOR = one-month CDOR; CORRA = daily adjusted CORRA. Tranche A-1 and Tranche A-3 SOFR includes an adjustment of 0.10%, in addition to the margin. Tranche A-2 CORRA includes and adjustment of 0.30%, in addition to the margin. Refer to Note 5 - Derivative Financial Instruments for details of the related interest rate swaps.

(2) Note that the terms of debt agreement for Tranche A-1 includes an option for two one-year extensions.

The following table provides the details of our Senior Unsecured Revolving Credit Facility as of September 30, 2024 and December 31, 2023 (in thousands):

	September 30, 2024					December 31, 2023
Denomination of Draw	Contractual Interest Rate (1)	Borrowing Currency		Carrying Amount (USD)		Contractual Interest Rate(1)	Borrowing Currency		Carrying Amount (USD)
U.S. dollar	—	—		—		SOFR + 0.84%	$	34,000	$	34,000
Australian dollar	BBSW + 0.84%	A$	197,000	136,207		BBSW + 0.84%	A$	191,000	130,108
British pound sterling	SONIA + 0.84%	£	—	—		SONIA + 0.84%	£	78,000	99,302
Canadian dollar	CORRA + 0.84%	C$	35,000	25,875		CDOR + 0.84%	C$	35,000	26,429
Euro	EURIBOR + 0.84%	€	70,500	78,508		EURIBOR + 0.84%	€	67,500	74,513
New Zealand dollar	BKBM + 0.84%	NZD	44,000	27,918		BKBM + 0.84%	NZD	44,000	27,804
Total Senior Unsecured Revolving Credit Facility				$	268,508				$	392,156

(1) SOFR = daily adjusted SOFR; CDOR = one-month CDOR; CORRA = daily adjusted CORRA; EURIBOR = one-month Euro Interbank Offered Rate (EURIBOR); SONIA = Adjusted Sterling Overnight Interbank Average Rate; BBSW = Bank Bill Swap Rate; BKBM = Bank Bill Reference Rate. We have elected Daily SOFR for the entirety of our U.S. dollar denominated borrowings shown above, which includes an adjustment of 0.10%, in addition to the margin. Our British pound sterling borrowings bore interest tied to adjusted SONIA, which included an adjustment of 0.03% in addition to our margin. Our Canadian dollar borrowings bore interest tied to daily adjusted CORRA, which included an adjustment of 0.30% in addition to our margin.

Refer to Note 9 - Debt of the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC for further details of our outstanding indebtedness. As of September 30, 2024, we were in compliance with all debt covenants.