Americold Realty Trust (NYSE:COLD), Americold Realty Operating Partnership L.P., Americold Australia Pty Ltd and Americold Australia Realty Trust entered into an agreement to acquire Agro Merchants Group and Companies from a group of sellers for $1.7 billion on October 12, 2020. The transaction is valued at approximately $1.74 billion, consisting of issuance of 14.2 million common shares of Americold Realty Trust, which will be subject to a lockup period until May 17, 2021, $519 million in cash, repayment of approximately $560 million of in-place Agro debt and assumption by us of approximately $110 million of in-place Agro capital leases and sale leaseback financing obligations, off-set by any cash on hand net of debt-like items and working capital adjustments. The deal value is also subject to earnout payments.

Americold Realty Trust expects to fund the cash portion of the acquisition consideration with the net proceeds from the forward equity offering, together with debt financing that may include a debt private placement. Americold Realty Trust has obtained a financing commitment to provide a senior unsecured bridge loan facility in the principal amount of $650 million, to fund a portion of the Acquisition, if necessary, pursuant to a commitment letter from Citigroup Global Markets Inc. and Bank of America, N.A. Agro Merchants reported for the year ended December 31, 2019, revenue of $521.2 million and operating loss of $17.6 million, net loss of $41.9 million and EBITDA of $58.8 million, total common equity of $0.13 million nd total debt of $0.5 million. Agro team will join Americold as a result of the transaction.

The transaction is subject to the satisfaction or waiver of customary closing conditions, including the regulatory approval, listing of shares of Americold Realty Trust to be issued as consideration, and receipt of required approvals under the laws of Austria and Australia. Transaction closing is expected to occur late in the fourth quarter of 2020 or early in the first quarter of 2021. Americold expects the NOI yield to stabilize at 7.3% -8.3% by the end of year five after closing. Matthew Greenberger of Citigroup Global Markets Inc. acted as financial advisor to Americold Realty Trust.

Ethan Klingsberg, Andrea Basham, Alex Watt, Alan Ryan, Claude Stansbury, Eelco Van Der Stock, Jill Gatehouse, Kathleen M. Healy, Brechje Nollen, Raquel Florez, Karin Buzanich-Sommeregger and Michael Ramb of Freshfields Bruckhaus Deringer LLP and Spencer Johnson, John Anderson, W. Scott Petty, L. Wayne Pressgrove, John Clay Taylor, Anthony W. Rothermel, Brian R. Meiners, William C. Westbrook and Laura S. Huffman of King & Spalding LLP acted as legal advisors to Americold Realty Trust. Moelis & Company LLC acted as financial advisor to Agro Merchants Group and Companies. Steven Stokdyk, Greg Robins, David Buchanan, Ana G. O'Brien, James Barrett, Julie Crisp, Mark Morris, Brent T. Epstein and Sean Denvir of Latham & Watkins LLP, Drien Giraud of Latham & Watkins LLP (Paris), Patrick English of Latham & Watkins LLP acted as legal advisor to Agro Merchants Group and Companies and Oaktree Capital Management, L.P.

Charles Destrée, Max de Vreede, Bas Zandvliet, Shakib Atmar, Jan Hockx, Charlotte Groenhout, Lucas Stuurop, Judith Schulp, Evert Wytema, Femke Prins, Emma ter Kuile, Nicky Spaan, Erik Steenis and Michiel van Schooten of Lexence represented Latham & Watkins LLP in the transaction. Steven Stokdyk and Sean Denvir of Latham & Watkins LLP acted as a legal advisor and Jeffrey Raich, Jonathan Kaye, Roger Hoit, Christopher Foss and Ralph Lerman of Moelis & Co. LLC for financial advisor to Oaktree Capital Group, LLC. Managing Director Zachary Serebrenik at Oaktree and Agro Chie Executive Officer Carlos Rodriguez and general counsel Mike Bender also worked on the deal.