8-K: Lineage, Inc. Prices $500 Million Senior Notes Offering Due 2030
Summary
- Lineage OP, LP, the Company's operating partnership, priced an offering of $500,000,000 aggregate principal amount of 5.250% Senior Notes due 2030.
- The notes were priced at 98.991% of the principal amount.
- Interest on the notes will be paid semi-annually on January 15 and July 15 of each year, commencing January 15, 2026.
- The notes will mature on July 15, 2030.
- The notes are senior unsecured obligations of the operating partnership and are fully and unconditionally guaranteed by Lineage, Inc. and certain other subsidiaries.
- The offering is expected to settle on June 17, 2025, subject to customary closing conditions.
- Net proceeds from the notes will be used to repay amounts outstanding under the company's revolving credit facility and for other general corporate and working capital purposes.
- The notes have not been and will not be registered under the Securities Act or any state securities laws, and are offered only to qualified institutional buyers under Rule 144A or to non-U.S. persons in compliance with Regulation S.
Sentiment
Score: 6
Explanation: The announcement is largely neutral, reflecting a standard corporate finance activity. It's slightly positive as it secures funding and manages debt, but also introduces new liabilities.
Positives
- Secures $500 million in capital for the company, enhancing financial flexibility.
- Provides liquidity for repaying existing revolving credit facility debt, potentially optimizing the debt structure.
- Supports general corporate and working capital purposes, aiding ongoing operations and strategic initiatives.
- Diversifies funding sources for the company through a new debt instrument.
Negatives
- Increases the company's overall debt burden by $500 million.
- Incurs new interest expense at 5.250% per annum, adding to financial costs.
- The notes are senior unsecured obligations, which adds to the company's liabilities and future payment obligations.
Risks
- Risks and uncertainties related to market conditions and satisfaction of customary closing conditions for the notes offering, meaning the offering may not be completed as described or at all.
- The intended use of net proceeds from the offering of the notes may not fully achieve the desired financial outcomes.
- Impact of legislative, regulatory, and competitive changes in the industries in which the Company operates.
- General risks and uncertainties detailed in the Company's annual report on Form 10-K for the year ended December 31, 2024, and other filings with the Securities and Exchange Commission.
- New risk factors may emerge over time, and management cannot predict all such factors or their full impact on the business or financial performance.
Future Outlook
The Company intends to use the net proceeds from the notes offering to repay amounts outstanding under its revolving credit facility and for other general corporate and working capital purposes. The offering is expected to settle on June 17, 2025, subject to customary closing conditions.
Management Comments
- The Company intends to use the net proceeds from the notes to repay amounts outstanding from time to time under its revolving credit facility and for other general corporate and working capital purposes.
Industry Context
Companies frequently utilize debt offerings, such as senior notes, to manage their capital structure, refinance existing debt, and fund ongoing operations or strategic initiatives. This move by Lineage, Inc. is a common financial strategy for established companies to optimize their liquidity and debt profile in the current market environment.
Stakeholder Impact
- Shareholders: Increased debt on the balance sheet, but potentially improved liquidity and financial flexibility through refinancing.
- Creditors: Introduction of new senior unsecured obligations, potentially altering the company's debt seniority structure.
Next Steps
- Expected settlement of the notes offering on June 17, 2025.
- Semi-annual interest payments on January 15 and July 15, commencing January 15, 2026.
- Maturity of the notes on July 15, 2030.
Key Dates
- 2024-12-31: End of fiscal year for which the Annual Report on Form 10-K was filed, containing material risks.
- 2025-06-10: Date of report and press release announcing the pricing of the notes.
- 2025-06-17: Expected settlement date of the notes offering.
- 2026-01-15: First semi-annual interest payment date for the notes.
- 2030-07-15: Maturity date of the 5.250% Senior Notes.
Keywords
Filings with Classifications
Debt Offering Announcement
- Lineage OP, LP issued and sold $500,000,000 aggregate principal amount of 5.250% Senior Notes due 2030.
- The net proceeds from the offering were approximately $489 million.
Debt Offering Announcement
- Lineage OP, LP, the Company's operating partnership, priced an offering of $500,000,000 aggregate principal amount of 5.250% Senior Notes due 2030.
- The notes were priced at 98.991% of the principal amount.
- The notes are senior unsecured obligations, fully and unconditionally guaranteed by Lineage, Inc. and certain subsidiaries.
- Proceeds are intended to repay amounts outstanding under the revolving credit facility and for general corporate and working capital purposes.
- The notes are offered only to qualified institutional buyers under Rule 144A or non-U.S. persons under Regulation S.
Capital Raise Announcement
- Lineage OP, LP, the operating partnership of Lineage, Inc., has commenced a private offering of senior notes.
- The notes will be senior unsecured obligations of the Operating Partnership and fully and unconditionally guaranteed by Lineage, Inc. and certain subsidiaries.
- The offering is a private placement to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S.
- The net proceeds are intended for repayment of outstanding amounts under the revolving credit facility and for general corporate and working capital purposes.
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 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.
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.
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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