S-11MEF: Lineage, Inc. Files for Additional Share Registration Following Initial Public Offering
Summary
- Lineage, Inc. filed a registration statement (Form S-11MEF) with the SEC on July 24, 2024, to register an additional 11,364,358 shares of common stock.
- This includes 1,482,307 shares that may be sold if the underwriters exercise their option to purchase additional shares.
- The filing is made under Rule 462(b) of the Securities Act of 1933 and relates to a prior registration statement (File No. 333-280470) that was declared effective on July 24, 2024.
- The additional shares represent no more than 20% of the maximum aggregate offering price set forth in the original filing.
- The proposed maximum offering price for the additional shares is $886,419,924.00, with a registration fee of $130,835.58.
- The company intends to commence the sale of these shares as soon as practicable after the registration statement becomes effective.
Sentiment
Score: 7
Explanation: The sentiment is neutral to positive. The filing is a standard procedure for raising capital, and the inclusion of necessary legal and accounting opinions suggests a well-prepared offering. The company is proceeding as expected.
Positives
- The company has secured consents from KPMG and CBRE for the use of their reports and name, respectively.
- Legal opinions from Venable LLP and Latham & Watkins LLP are included, providing assurance on legal and tax matters.
- The registration statement was signed by key executives and directors, indicating their commitment.
Future Outlook
The company intends to sell the registered shares as soon as practicable after the registration statement becomes effective.
Industry Context
This filing is typical for real estate companies preparing for or following an initial public offering, allowing them to raise additional capital.
Comparison to Industry Standards
- Comparable REITs often utilize follow-on offerings to raise capital for acquisitions or development projects.
- The size of the offering is within the typical range for REITs of Lineage's size.
- The legal and accounting opinions are standard practice for SEC filings.
Stakeholder Impact
- Shareholders may experience dilution due to the increased number of shares.
- The capital raise could benefit the company's growth and financial stability.
- The offering could attract new investors to the company.
Next Steps
- The SEC will review the registration statement.
- The company will proceed with the sale of shares after the registration statement becomes effective.
- Underwriters may exercise their option to purchase additional shares.
Key Dates
- June 26, 2024: Original filing date of the Registration Statement on Form S-11 (File No. 333-280470)
- July 23, 2024: Date of CBRE, Inc. consent
- July 24, 2024: Date of the S-11MEF filing, effective date of the Prior Registration Statement, and dates of legal opinions and signatures
Keywords
Filings with Classifications
Quarterly Report
- The company's net revenues decreased compared to the same period last year.
- The company reported a net loss attributable to Lineage, Inc.
- Same warehouse NOI decreased, reflecting customer inventory rationalization.
- General and administrative expenses increased significantly due to higher stock-based compensation expenses.
Earnings Release
- Revenue decreased by (2.7)% compared to the previous year.
- Adjusted EBITDA decreased by (7.0)%, and the adjusted EBITDA margin also declined.
- Same warehouse NOI decreased by (7.9)%, indicating challenges in maintaining growth in existing facilities.
Proxy Statement
- The company's IPO was the largest of 2024 and the largest REIT IPO in history, reducing leverage to under 5x.
- Lineage generated $5.3 billion in total revenue and maintained a 78% same warehouse physical occupancy rate.
- Over $760 million was deployed in growth capital, including acquisitions and greenfield developments.
- The company reached its 100th patent and continued piloting the rollout of LinOS, its proprietary warehouse execution system.
Annual Results
- The company experienced a net loss of $0.8 billion, which is worse than expected.
Annual Results
- The company may attempt to access property-level secured debt, bank debt and the unsecured bond market, in each case across multiple currencies and geographies, which would provide it with capital-raising flexibility to fund its operations.
Earnings Release and Investor Presentation
- The company completed the largest REIT IPO of all time, raising $5.1B.
- The company has the capacity to deploy more than $1.5 billion of capital in 2025.
Quarterly Report
- The company reported a significant net loss of $543 million, compared to a net loss of $50 million in the same period last year.
- The company's acquisition, transaction, and other expenses were significantly higher than the previous year, primarily due to IPO-related costs.
- The company's economic and physical occupancy rates decreased compared to the same period last year.
Quarterly Report
- The company's AFFO growth of 51.8% and AFFO per share growth of 20.0% significantly exceeded expectations.
- The successful IPO and achievement of investment-grade credit ratings are also better than expected results.
Quarterly Report
- The company reported a net loss of $80 million for the quarter, a significant decrease compared to the prior year.
- The company's same warehouse pool saw a decrease in NOI of $8 million or 2.3% due to revenue and cost of operations factors.
Quarterly Report
- The company closed its IPO on July 26, 2024, raising approximately $4.875 billion in net proceeds.
- The company issued 56,882,051 shares of common stock at a price of $78.00 per share.
- The underwriters exercised their option to purchase an additional 8,532,307 shares of common stock on July 31, 2024.
Registration Statement
- Lineage, Inc. is registering 11,364,358 additional shares of common stock for potential sale.
- The maximum aggregate offering price for these shares is $886,419,924.00.
- This capital raise could be used for various corporate purposes, including acquisitions or debt repayment.
S-11/A Filing
- Lineage is offering 47,000,000 shares of common stock in an IPO.
- The company estimates net proceeds of approximately $3.4 billion from the offering.
- The company intends to use the net proceeds to repay debt and for general corporate purposes.
- Norges Bank Investment Management has indicated an interest in purchasing up to $900 million in shares.
S-11/A Filing
- Preliminary estimates for the quarter ended June 30, 2024 indicate a decrease in total revenue, same warehouse NOI, average physical occupancy, and average economic occupancy compared to the same period in 2023.
Merger Announcement
- Lineage is offering 47,000,000 shares of its common stock in an initial public offering.
- The underwriters have the option to purchase up to an additional 7,050,000 shares.
- Norges Bank Investment Management has indicated an interest in purchasing up to $900 million in shares.
Merger Announcement
- Preliminary estimates for the quarter ended June 30, 2024 indicate a decrease in same warehouse NOI compared to the same period in 2023.
Initial Public Offering
- Lineage reported a net loss of $162.8 million for the twelve months ended March 31, 2024.
Initial Public Offering
- Lineage, Inc. is offering shares of its common stock in an initial public offering.
- The company intends to use the net proceeds from the offering to repay a $2.4 billion delayed-draw term loan and for general corporate purposes.
- A directed share program will reserve a percentage of the shares for sale to company insiders and partners.
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