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Americold Realty Trust – ‘8-K/A’ for 12/30/20

On:  Friday, 2/26/21, at 4:26pm ET   ·   For:  12/30/20   ·   Accession #:  1193125-21-60566   ·   File #:  1-34723

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/21  Americold Realty Trust            8-K/A:9    12/30/20   14:1.5M                                   Donnelley … Solutions/FA

Amendment to Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                         HTML     30K 
 2: EX-23.1     Consent of Experts or Counsel                       HTML      6K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML    313K 
 4: EX-99.2     Miscellaneous Exhibit                               HTML    258K 
 5: EX-99.3     Miscellaneous Exhibit                               HTML    189K 
10: R1          Document and Entity Information                     HTML     53K 
12: XML         IDEA XML File -- Filing Summary                      XML     13K 
 9: XML         XBRL Instance -- d129552d8ka_htm                     XML     17K 
11: EXCEL       IDEA Workbook of Financial Reports                  XLSX      7K 
 7: EX-101.LAB  XBRL Labels -- cold-20201230_lab                     XML     60K 
 8: EX-101.PRE  XBRL Presentations -- cold-20201230_pre              XML     38K 
 6: EX-101.SCH  XBRL Schema -- cold-20201230                         XSD     13K 
13: JSON        XBRL Instance as JSON Data -- MetaLinks               13±    20K 
14: ZIP         XBRL Zipped Folder -- 0001193125-21-060566-xbrl      Zip    105K 


‘8-K/A’   —   Amendment to Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX: 
  Form 8-K/A  
 i true  i 0001455863 0001455863 2020-12-30 2020-12-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM  i 8-K/A

    

Amendment No. 1

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i December 30, 2020

 

 

 i Americold Realty Trust

(Exact name of registrant as specified in its charter)

 

 

 

 i Maryland    i 001-34723    i 93-0295215

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 i 10 Glenlake Parkway,  i South Tower,  i Suite 600

 i Atlanta,  i Georgia,  i 30328

(Address of principal executive offices and zip code)

 i (678)  i 441-1400

Registrant’s telephone number, including area code:

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 i 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 i 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 i 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 i 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

 i Common Shares of Beneficial Interest, $0.01 par value per share    i COLD    i New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   i 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


EXPLANATORY NOTE

 i 

On December 30, 2020, Americold Realty Trust, a Maryland real estate investment trust (the “Company”), pursuant to that certain Transaction Agreement (the “Transaction Agreement”) by and among the Company, Americold Realty Operating Partnership, L.P. (the “Operating Partnership”), the subsidiaries of the Company and the Operating Partnership set forth on Annex I attached thereto (such subsidiaries, collectively with the Company and the Operating Partnership, the “Buyers”), Agro Merchants Global, L.P., a Cayman Islands exempted limited partnership (“Seller Parent”), Agro Merchants Intermediate Holdings, L.P., a Cayman Islands exempted limited partnership (“Seller Holdings”), the direct and indirect Subsidiaries of Seller Parent set forth on Annex II attached thereto (such subsidiaries, collectively with Seller Parent and Seller Holdings, the “Sellers” and each, a “Seller”) and the direct and indirect Subsidiaries of Seller Parent set forth on Annex III attached thereto (such subsidiaries, collectively, the “Target Companies”). Pursuant to the Transaction Agreement, the Buyers acquired all of the equity interests of the Target Companies held by the Sellers (the “Acquisition”).

This Amendment No. 1 to the Current Report on Form 8-K (“Amendment No. 1”) amends and supplements Item 9.01 of the original Current Report on Form 8-K filed by the Company on January 6, 2021 (the “Initial Form 8-K”) to provide certain historical financial statements of the Target Companies, and certain pro forma financial information regarding the Company. Any information required to be set forth in the Initial Form 8-K that is not being amended or supplemented pursuant to this Amendment No. 1 is hereby incorporated by reference. Except as set forth herein, no modifications have been made to the information contained in the Initial Form 8-K and the Company has not updated any information contained therein to reflect the events that have occurred since the date of the Initial Form 8-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Initial Form 8-K.

Item 9.01 — Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

 

  1.

The audited consolidated financial statements of the Target Companies as of and for the year ended December 31, 2019, together with the notes thereto and the report of the independent auditor thereon, are filed as Exhibit 99.1 to this Amendment No. 1 to the Current Report on Form 8-K and incorporated herein by reference.

 

  2.

The condensed consolidated financial statements (unaudited) of the Target Companies as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 are filed as Exhibit 99.2 to this Amendment No. 1 to the Current Report on Form 8-K and incorporated herein by reference.

(b) Pro Forma Financial Information.

 

  1.

The unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2020 and the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2019, and for the nine months ended September 30, 2020, each giving effect to the Acquisition and adjustments described in such unaudited pro forma condensed consolidated financial statements, are filed as Exhibit 99.3 to this Amendment No. 1 to the Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits

 

Exhibit

    No.    

  

Description

  23.1    Consent of PricewaterhouseCoopers LLP, independent auditor of the Target Companies
  99.1    Consolidated Financial Statements of the Target Companies
  99.2    Condensed Consolidated Financial Statements (Unaudited) of the Target Companies
  99.3   

Unaudited Pro Forma Condensed Consolidated Financial Statements of the Company

  104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: February 26, 2021

 

AMERICOLD REALTY TRUST
By:  

/s/ Marc Smernoff

Name:   Marc Smernoff
Title:   Chief Financial Officer and Executive Vice President

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K/A’ Filing    Date    Other Filings
Filed on:2/26/21
1/6/218-K
For Period end:12/30/208-K
9/30/2010-Q
12/31/1910-K,  4
9/30/1910-Q
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/10/21  Americold Realty Trust            424B5                  1:765K                                   Donnelley … Solutions/FA
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