Americold (NYSE: COLD) hands EQT 70% of $1.3B warehouse JV
Rhea-AI Filing Summary
Americold Realty Trust, Inc. (COLD) closed its previously announced North American cold storage joint venture with EQT’s Active Core Infrastructure fund. Americold indirectly contributed 12 cold storage facilities with an aggregate value in excess of $1.3 billion to Americold‑EQT Cold Storage Partnership, LLC and will manage the platform day to day.
Americold received approximately $1.1 billion in net cash proceeds, which it intends to use to repay outstanding debt. Under the JV agreement, the EQT member holds 70% and the Americold member 30% of the JV’s equity, overseen by a six‑person board split evenly between the parties. The JV obtained up to $863.5 million in mortgage financing, of which $845.5 million was drawn at closing. Americold agreed to an income support arrangement that may require contingent payments over 10 years, with maximum net exposure capped at $70 million, subject to reimbursement if cumulative performance exceeds agreed thresholds.
Positive
- $1.1 billion of net cash proceeds are earmarked to repay outstanding debt, which the company states will strengthen its balance sheet, reduce leverage, and enhance financial flexibility.
- Americold retains a 30% equity interest and serves as day‑to‑day manager of a JV holding over $1.3 billion of cold storage assets, creating a long‑term platform for ownership, development, and strategic growth with EQT.
Negative
- An income support arrangement could require Americold to make contingent payments to the JV for 10 years, with maximum net exposure capped at $70 million, introducing additional potential obligations.
- The JV obtained up to $863.5 million in mortgage financing ($845.5 million drawn at closing), and Americold or an affiliate may need to provide guaranties, exposing it to reimbursement claims except for losses from certain bad acts.
- EQT now holds 70% of the JV equity while Americold holds 30%, meaning Americold has given up majority economic interest in the contributed facilities in exchange for cash and a minority stake.
Filing Explained
The August 31 closing leaves certain customer contracts outside the venture, substitutes licenses, and adds conditional guarantee and repurchase mechanics.
Form 8-K reports specified material events, and this filing states that the joint venture transaction closed on
The revised arrangement leaves the relevant customer contracts with company subsidiaries while requiring license agreements between those subsidiaries and venture subsidiaries, changing the contractual mechanics without changing the reported closing status.
For future financing of the venture or its subsidiaries, the Americold member or a creditworthy affiliate may be required to provide guaranties, while the financed parties and EQT member must reimburse and indemnify the guarantor for covered amounts, subject to stated exceptions.
The agreement also includes a contractual repurchase mechanism for a specified property that either joint-venture member may exercise under certain circumstances.
8-K Event Classification
Key Figures
Key Terms
joint venture financial
Amended and Restated Limited Liability Company Agreement regulatory
mortgage financing financial
income support arrangement financial
Regulation FD regulatory
Active Core Infrastructure fund financial
FAQ
What joint venture did Americold Realty Trust (COLD) close with EQT?
How much cash did Americold (COLD) receive from the EQT joint venture?
What are the ownership percentages in the Americold-EQT joint venture for COLD?
What financing did the Americold-EQT joint venture obtain?
What is Americold’s potential exposure under the income support arrangement in the JV?
How many facilities and how much asset value are in the Americold-EQT JV?
How does the EQT joint venture align with Americold (COLD)’s strategy?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
JV Agreement
As previously disclosed, on May 7, 2026, Americold Realty Operating Partnership, L.P., a Delaware limited partnership (“Americold OP”), Americold North America JV Member, LLC, a Delaware limited liability company (the “Americold Member”), MHG Gateway Properties, LLC, a New Jersey limited liability company, ART Mortgage Borrower Propco 2010 - 5 LLC, a Delaware limited liability company, Americold New TRS Sub 1, LLC, a Delaware limited liability company, Americold Real Estate, L.P., a Delaware limited partnership, ART Mortgage Borrower Propco 2010 - 4 LLC, a Delaware limited liability company, New Hall’s Warehouse LLC, a New Jersey limited liability company and Americold Russellville, LLC, an Arkansas limited liability company, each a subsidiary of Americold Realty Trust, Inc. (the “Company”) and Snowfall Topco LP, an affiliate of EQT (the “EQT Member”) entered into a contribution agreement (the “Contribution Agreement” and the transactions described therein, the “JV Transaction”) to create a new joint venture with EQT’s Active Core Infrastructure fund (“EQT”) focused on the ownership, operation, and potential development of high-quality cold storage warehouse facilities in North America.
On August 31, 2026, the Company closed the JV Transaction. At closing, Americold-EQT Cold Storage Partnership, LLC, a Delaware limited liability company (the “JV Entity”), Americold Real Estate, L.P., a Delaware limited partnership, Americold Logistics, LLC, a Delaware limited liability company, the EQT Member, the Americold Member, the other unitholders party thereto from time to time and, solely for the purpose set forth in Section 3.13(c) thereof, Americold OP, entered into that certain Amended and Restated Limited Liability Company Agreement of Americold-EQT Cold Storage Partnership, LLC (the “JV Agreement”). Pursuant to the Contribution Agreement, the Company indirectly contributed 12 cold storage facilities to the JV Entity with an aggregate value in excess of $1.3 billion at inception of the JV Entity and will serve as day-to-day manager of the platform. The Company also received approximately $1.1 billion in net cash proceeds from the JV Transaction, which are expected to be used to repay outstanding indebtedness of the Company. In exchange for the foregoing, the JV Agreement provides for the admission of the Americold Member and the EQT Member as the members of the JV Entity, with the Americold Member and the EQT Member holding 30% and 70% of the equity interests in the JV Entity respectively.
The JV Entity will be governed by a six-person board of directors: three of whom shall be appointed by the Americold Member and three of whom shall be appointed by the EQT Member. It is intended that the JV Entity be treated as a partnership for United States federal and, to the extent permissible, state and local income tax purposes. The JV Agreement contains customary provisions regarding capital contributions, distributions, indemnification and other related matters, including an income support arrangement pursuant to which Americold may be required to make contingent payments to the JV Entity during the 10-year period following execution of the JV Agreement if specified performance thresholds are not achieved. The Company’s maximum net exposure under this arrangement is capped at up to $70 million over the term and any payments are subject to reimbursement to the extent cumulative performance exceeds agreed-upon thresholds over the term. Additionally, the JV Agreement includes a contractual repurchase mechanism relating to a specified property that may be exercised by either JV member under certain circumstances. In connection with the closing of the transaction, the joint venture obtained mortgage financing in the amount of up to $863,500,000 secured by the real properties owned by the joint venture, of which $845,500,000 was drawn at closing.
In connection with any financing of the JV Entity and/or its subsidiaries (the “Financed Parties”), the Americold Member (or a creditworthy affiliate) may be required to provide guaranties for financings of the Financed Parties, and the Financed Parties and the EQT Member (in proportion to its interest in the JV Entity) will reimburse and indemnify the Americold Member and the applicable guarantor for amounts paid under such guaranties other than losses arising out of certain bad acts.
First Amendment to Contribution Agreement
On August 29, 2026, Americold OP, Americold Member and EQT Member entered into that certain First Amendment to Contribution Agreement (the “First Amendment”). Pursuant to the First Amendment, the parties agreed that, in lieu of assigning certain customer contracts to subsidiaries of the JV Entity as originally contemplated under the Contribution Agreement, certain license agreements shall be entered into among subsidiaries of the JV Entity and subsidiaries of the Company that are party to such customer contracts.
The foregoing description of the First Amendment is not complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached hereto as Exhibit 10.1.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information included in Item 1.01 is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
The Company issued a press release on August 31, 2026, relating to the closing of the JV Transaction described in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The foregoing information and Exhibit 99.1 is furnished pursuant to Item 7.01, “Regulation FD.” The information in Item 7.01 of this Current Report on Form 8-K (this “Current Report”) and the exhibit furnished therewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | First Amendment to Contribution Agreement, dated as of August 29, 2026, by and among Americold Realty Operating Partnership, L.P., Americold North America JV Member, LLC and Snowfall Topco LP.* | |
| 99.1 | Press Release dated August 31, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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: August 31, 2026
| AMERICOLD REALTY TRUST, INC. | ||||
| By: | /s/ Christopher J. Papa | |||
| Name: | Christopher J. Papa | |||
| Title: | Chief Financial Officer and Executive Vice President | |||
Exhibit 99.1
|
Atlanta, GA
678-459-1959
Investor.relations@americold.com |
Americold Successfully Closes $1.3 Billion North American Cold Storage Joint Venture with EQT
ATLANTA, GA., August 31, 2026 – Americold Realty Trust (NYSE: COLD), a global leader in temperature-controlled logistics, real estate, and value-added services focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, today announced the closing of its previously announced North American cold storage joint venture with EQT’s Active Core Infrastructure fund (“EQT”).
The joint venture owns a diverse portfolio of 12 temperature-controlled warehouse facilities across the United States, representing more than $1.3 billion of gross asset value. Consistent with the terms announced in May, EQT has acquired a 70% interest in Americold-EQT Cold Storage Partnership, LLC, while Americold retains a 30% ownership interest. Americold will serve as manager of the platform, ensuring continuity of service and operational excellence for customers. In conjunction with the closing, Americold received approximately $1.1 billion of net cash proceeds from the transaction. The company intends to use the proceeds to repay outstanding debt, strengthening its balance sheet, reducing leverage, and enhancing financial flexibility to support disciplined long-term growth.
Beyond the initial portfolio contribution, Americold and EQT intend for the joint venture to serve as a long-term platform for ownership, development, and strategic growth opportunities within the North American cold storage sector. The venture will leverage Americold’s industry-leading operating capabilities and customer relationships alongside EQT’s infrastructure investment expertise and capital resources to pursue additional investment and development opportunities over time.
“This transaction represents an important milestone for Americold and demonstrates strong execution against one of our five key priorities,” said Rob Chambers, Chief Executive Officer of Americold. “In addition to generating substantial proceeds that further strengthen our balance sheet and reduce leverage, we have established a long-term capital and development partnership with EQT. Together, we have created a platform with the scale, expertise, and financial capacity to pursue future opportunities as the cold storage industry continues to evolve. We are excited about what this partnership enables over the long term and the value it can create for our customers and shareholders.”
Advisors
Kirkland & Ellis LLP acted as legal counsel to Americold. Simpson Thacher & Bartlett LLP acted as legal counsel to EQT.
About Americold Realty Trust, Inc.
Americold (NYSE: COLD) is a global leader in temperature-controlled logistics and real estate, with a more than 120-year legacy of innovation and reliability. With more than 220 facilities across North America, Europe, Asia-Pacific, and South America – totaling approximately 1.4 billion refrigerated cubic feet – Americold ensures the safe, efficient movement of refrigerated products worldwide.
Our facilities are an integral part of the global food supply chain, connecting producers, processors, distributors, and retailers with tailored, value-added services supported by responsive and reliable supply chains. Leveraging deep industry expertise, smart technology, and sustainable practices, Americold delivers world-class service that creates lasting value for our customers and the communities we serve. Visit www.americold.com to learn more.
Forward-Looking Statements
This press release contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following: failure to execute on growth strategies and opportunities; geopolitical conflicts, including the ongoing conflicts in the Middle East, and any related or resulting disruptions, including increasing energy costs; rising inflationary pressures, increased interest rates and operating costs; national, international, regional and local economic conditions, including impacts and uncertainty from trade disputes and tariffs on goods imported to the United States and goods exported to other countries; periods of economic slowdown or recession; labor and power costs; labor shortages; our relationship with our associates, the occurrence of any work stoppages or any disputes under our collective bargaining agreements and employment related litigation; the impact of supply chain disruptions; risks related to rising construction costs; risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, or the impairment of any of our properties; uncertainty of revenues, given the nature of our customer contracts; acquisition risks, including the failure to identify or complete attractive acquisitions or failure to realize the intended benefits from our recent acquisitions; risks related to any failure to achieve the anticipated benefits, synergies or returns from our joint venture with EQT, including as a result of unanticipated costs or liabilities, difficulties in integrating joint venture operations, or the failure of the joint venture to perform in accordance with our expectations; difficulties in expanding our operations into new markets and products; uncertainties and risks related to public health crises; a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes; risks related to implementation of the new ERP system; risks related to defaults or non-renewals of significant customer contracts; risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations; changes in applicable governmental regulations and tax legislation; risks related to current and potential international operations and properties; actions by our competitors and their increasing ability to compete with us; changes in foreign currency exchange rates; the potential liabilities, costs and regulatory impacts associated with our in-house trucking services and the potential disruptions associated with our use of third-party trucking service providers for transportation services to our customers; liabilities as a result of our participation in multi-employer pension plans; risks related to the partial ownership of properties, including our JV investment; risks related to natural disasters; adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry; changes in real estate and zoning laws and increases in real property tax rates; general economic conditions; risks associated with the ownership of real estate generally and temperature-controlled warehouses in particular; possible environmental liabilities; uninsured losses or losses in excess of our insurance coverage; financial market fluctuations; our failure to obtain necessary outside financing on attractive terms, or at all; risks related to, or restrictions contained in, our debt financings; decreased storage rates or increased vacancy rates; the potential dilutive effect of our common stock offerings; the cost and time requirements as a result of our operation as a publicly traded REIT; and our failure to maintain our status as a REIT.
Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,” “assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements may contain such words. Examples of forward-looking statements included in this press release include, but are not limited to, statements about the joint venture transaction with EQT. We qualify any forward-looking statements entirely by these cautionary factors. Other risks, uncertainties and factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and other reports filed with the Securities and Exchange Commission, could cause our actual results to differ materially from those projected in any forward-looking statements we make. We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future except to the extent required by law.
Contacts:
Americold Realty Trust, Inc.
Investor Relations
Telephone: 678-459-1959
Email: investor.relations@americold.com