v3.26.3
Investments in and Advances to Partially Owned Entities
9 Months Ended
Sep. 30, 2026
Equity Method Investments and Joint Ventures [Abstract]  
Investments in and Advances to Partially Owned Entities Investments in and Advances to Partially Owned Entities
As of September 30, 2026 and December 31, 2025, our investments in partially owned entities accounted for under the equity method of accounting and advances to these entities under established loan agreements consist of the following:
Location
As of September 30, 2026
As of December 31, 2025
Joint Venture% OwnershipBalance% OwnershipBalance
(In thousands, except percentages)
Investment in RSA joint ventureDubai49%$16,593 49%$15,629 
Advances to RSA joint venture, including accrued interest— 23,602 
Total investment in and advances to RSA joint venture16,593 39,231 
Investment in EQT JVNorth America30%152,142 —%— 
Total investments in and advances to partially owned entities$168,735 $39,231 
The debt of each of these unconsolidated joint ventures is non-recourse to the Company (with the exception of a portion of the EQT JV debt further discussed below), except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations.
RSA Joint Venture
On February 28, 2023, the Company purchased a 49% equity interest in the RSA joint venture with RSA Global DWC LLC (“RSA”) for $4.0 million. RSA contributed their Dubai cold storage business, which consisted of a single cold storage warehouse, in exchange for the remaining 51% equity interest in the joint venture. During 2024, the Company contributed an additional $1.6 million in capital to the RSA joint venture related to equity requirements on the Phase 2 development project. The capital calls from RSA joint venture were issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remained unchanged.
Under the terms of the RSA joint venture agreement, the Company has a call right that enables it to purchase all remaining issued and outstanding shares of the RSA joint venture starting August 28, 2025, with the exercise price to be set as the fair market value of the shares on the exercise date. As of September 30, 2026, the Company has not exercised this call right.
In September 2023, the Company executed an interest-bearing Bridge Loan Agreement with the RSA joint venture, extending a short-term financing (i.e., unsecured credit facility) through which the joint venture could draw up to approximately $7.4 million and use it to fund its Phase 2 construction. The joint venture fully drew on this loan by January 2024 and fully repaid the loan in January 2025.
In April 2024, the Company executed an additional, interest-free Bridge Loan Agreement (“Phase 3 Bridge Loan”) through which the joint venture could draw up to approximately $34.9 million and use it to fund its Phase 3 construction. The joint venture fully drew on this bridge loan throughout 2024 and 2025. In December 2025, the Company converted $24.2 million of the outstanding loan to an interest-bearing agreement, with interest at a rate of adjusted three month EIBOR + 4%, and converted $10.0 million of the outstanding loan to new cumulative redeemable nonparticipating, non-voting convertible preferred shares. Additionally, during December 2025, the Company converted the remaining $0.7 million of the outstanding loan to a capital contribution to the RSA joint venture related to equity requirements on the Phase 3 development project. The capital call from the RSA joint venture was issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remained unchanged. Finally, the RSA joint venture made a $0.8 million repayment on the Phase 3 Bridge Loan to the Company in December 2025.
During the nine months ended September 30, 2026 the RSA joint venture repaid its outstanding loan balance due to the Company of $23.4 million. Cash proceeds from the repayment were included in Net cash provided by (used in) investing activities in the Condensed Consolidated Statements of Cash Flows.
The outstanding balance on the Bridge Loans, including interest, as of December 31, 2025 was $23.6 million.
EQT Joint Venture
On August 31, 2026, the Company completed the formation of the EQT JV. EQT contributed cash to the EQT JV in exchange for a 70% interest. The Company contributed 12 properties with a gross value of $1.33 billion in exchange for 30% interest. The Company serves as manager of the EQT JV and its properties under a Property Management Agreement. The Company evaluated the EQT JV under ASC 810 and determined that it is a variable interest entity for which the Company is not the primary beneficiary. Accordingly, the Company accounts for its investment under the equity method of accounting.
At closing, the EQT JV transferred a portion of the net proceeds from a new $863.5 million mortgage loan, as well as cash contributed by the EQT JV partner, to the Company for the contributed properties. After closing prorations and transaction costs, the Company received proceeds of approximately $1.16 billion and used the proceeds to repay the $375.0 million Tranche A-1 term loan, the $270.0 million Delayed Draw Tranche A-3 term loan, the $250.0 million 2025 Unsecured Term Loan, and $255.0 million of borrowings under the Senior Unsecured Revolving Credit Facility. The concurrent write-off of the related unamortized deferred financing costs was immaterial.
In connection with the closing, the Company derecognized 11 of the 12 contributed properties and recognized a gain of $721.4 million, recorded within Gain on contribution of real estate assets on the Condensed Consolidated Statements of Operations. The Company's initial retained 30% interest of approximately $154.0 million was recognized within Investments in and advances to partially owned entities on the Condensed Consolidated Balance Sheets.
In connection with the formation of the EQT JV, the Company entered into certain support arrangements discussed below.
The Company guaranteed 15% of a vertical slice of the EQT JV’s outstanding debt at closing. The Company recorded a liability of $8.9 million, representing the guarantee's fair value at inception, within Other liabilities on the Condensed Consolidated Balance Sheets.
The Company did not derecognize one of the 12 contributed facilities because it continues to service an existing customer there under a license agreement with the EQT JV. The Company has a call right, and EQT JV has a put right, that could require the Company to repurchase the facility, contingent upon certain closing conditions. As a result, the transfer does not qualify as a sale, and the Company recorded a $72.4 million obligation recognized within Repurchase obligation on the Condensed Consolidated Balance Sheets.
Per the terms of the EQT JV agreement, the Company is required to fund scheduled deferred capital expenditures at the EQT JV properties through 2035 and recorded a liability of $37.0 million within Other liabilities on the Condensed Consolidated Balance Sheets.
For up to 10 years (the "Stabilization Period"), the Company must fund annual shortfalls in the venture’s unlevered free cash flow relative to its approved business plan, up to $100.0 million in aggregate (“Income Shortfall Liability”). Cumulative payments in excess of EQT JV’s cumulative shortfall are recoverable through equity distributions and a calculated surplus at the earlier of a sale of the EQT JV or the conclusion of the Stabilization Period. The Company accounts for this arrangement as a derivative under ASC 815, Derivatives and Hedging, and measures the derivative at fair value each reporting period. Accordingly, the Company recorded a liability of $46.8 million within Other liabilities on the Condensed Consolidated Balance Sheets, representing the fair value of the obligation at formation of the EQT JV. Changes in the fair value of the derivative are recognized in Other, net in the Condensed Consolidated Statement of Operations. Such amounts were immaterial for the one-month period ended September 30, 2026. The fair value of the derivative was estimated using a Monte Carlo simulation of the EQT JV's unlevered free cash flows and is classified within Level 3 of the fair value hierarchy. Significant unobservable inputs include management's approved business plan, timing of exit (if any) from the EQT JV, and cash flow volatility. Observable inputs include components of the discount rate, such as the risk-free rate and credit spreads.
The Company’s maximum exposure to loss is generally limited to its investment in the Joint Venture together with its obligations under these arrangements. The Company provides management services to the Joint Venture and earns fees and reimbursement of costs, which are recognized in the Condensed Consolidated Statements of Operations within Joint venture related management fee and reimbursed costs and Joint venture related reimbursed costs.