UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement. |
On July 26, 2024, Lineage, Inc. (the “Company” and, unless the context otherwise requires, together with its consolidated subsidiaries, “we,” “us,” or “our”) repaid in full our senior unsecured term loan facility with an aggregate principal balance of approximately $2.4 billion and terminated the associated Term Loan Agreement, dated as of February 15, 2024, among Lineage Logistics Holdings, LLC, Lineage OP, LLC, Lineage, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders named therein (the “Delayed Draw Term Loan”), using a portion of the net proceeds from its previously reported initial public offering (the “Offering”), which closed the same day. A summary of the material features of the Delayed Draw Term Loan can be found in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Outstanding Indebtedness—Delayed Draw Term Loan Agreement” in the Company’s registration statement on Form S-11 (File No. 333-280470) and the registration statement on Form S-11 (File No. 333-280995) filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”) (together, the “Registration Statement”) and such summary is incorporated by reference into this Item 1.02 in its entirety.
On July 31, 2024, the Company provided written notice to the lenders that it will repay in full our loan and terminate the associated Loan Agreement, dated as of October 21, 2020, between the borrower parties named therein and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A. and JPMorgan Chase Bank, National Association, collectively, as Lender (the “ICE5 CMBS Loan”), using a portion of the net proceeds from the Offering. A summary of the material features of the ICE5 CMBS Loan can be found in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Outstanding Indebtedness—CMBS—ICE5 CMBS Loan” in the Company’s Registration Statement and such summary is incorporated by reference into this Item 1.02 in its entirety.
In addition, the Company expects to use a portion of the net proceeds from the Offering to repay a portion of borrowings under its Revolving Credit Facility.
| Item 8.01 | Other Events. |
On July 30, 2024, the Company announced that the underwriters of the Offering exercised in full their option to purchase an additional 8,532,307 shares of the Company’s common stock, $0.01 par value per share, at the initial public offering price of $78.00 per share, less underwriting discounts and commissions (the “Option Exercise”). The Option Exercise closed on July 31, 2024.
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.
| LINEAGE, INC. | ||
| By: | /s/ Greg Lehmkuhl | |
| Name: | Greg Lehmkuhl | |
| Title: | President and Chief Executive Officer | |
| Date: | August 1, 2024 | |