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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/03/21 Americold Realty Trust 10-K/A 12/31/20 14:354K Workiva Inc Wde… FA01/FA |
Document/Exhibit Description Pages Size 1: 10-K/A Amendment to Annual Report HTML 77K 2: EX-22 Published Report re: Matters Submitted to a Vote HTML 7K of Security Holders 3: EX-23.1 Consent of Expert or Counsel HTML 9K 4: EX-31.3 Certification -- §302 - SOA'02 HTML 12K 5: EX-31.4 Certification -- §302 - SOA'02 HTML 12K 10: R1 Cover Page HTML 73K 12: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- art-20201231_htm XML 34K 11: EXCEL IDEA Workbook of Financial Reports XLSX 7K 7: EX-101.LAB XBRL Labels -- art-20201231_lab XML 102K 8: EX-101.PRE XBRL Presentations -- art-20201231_pre XML 49K 6: EX-101.SCH XBRL Schema -- art-20201231 XSD 11K 13: JSON XBRL Instance as JSON Data -- MetaLinks 16± 25K 14: ZIP XBRL Zipped Folder -- 0001628280-21-011563-xbrl Zip 26K
art-20201231 |
i ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the fiscal year ended | i i December 31, 2020 / | |||||||
OR | ||||||||
i ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the Transition Period from to |
i Maryland | i 93-0295215 | ||||||||||
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) | ||||||||||
i 10 Glenlake Parkway, | i Suite 600, South Tower | ||||||||||
i Atlanta, | i Georgia | i 30328 | |||||||||
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading symbol(s) | 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | |||||||||||||||||||||||||||||||||||
i Yes | ☒ | No | ☐ | ||||||||||||||||||||||||||||||||
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | |||||||||||||||||||||||||||||||||||
Yes | ☐ | i No | ☒ | ||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | |||||||||||||||||||||||||||||||||||
i Yes | ☒ | No | ☐ | ||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit such files). | |||||||||||||||||||||||||||||||||||
i Yes | ☒ | No | ☐ | ||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: | |||||||||||||||||||||||||||||||||||
☒ | i Large accelerated filer | ||||||||||||||||||||||||||||||||||
☐ | Non-accelerated filer | ||||||||||||||||||||||||||||||||||
☐ | Accelerated filer | ||||||||||||||||||||||||||||||||||
i ☐ | Smaller reporting company | ||||||||||||||||||||||||||||||||||
i ☐ | Emerging growth company | ||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||
Yes | ¨ | No | ¨ | ||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) | |||||||||||||||||||||||||||||||||||
Yes | i ☐ | No | ☒ | ||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report | |||||||||||||||||||||||||||||||||||
Yes | i ☒ | No | ☐ |
Exhibit No. | Description | |||||||
Equity Purchase Agreement, dated as of April 16, 2019 (incorporated by reference to Exhibit 2.1 to Americold Realty Trust’s Current Report on Form 8-K filed on April 16, 2019 (File No. 001-34723)) | ||||||||
Transaction Agreement, dated as of October 12, 2020 (incorporated by reference to Exhibit 2.1 to Americold Realty Trust’s Current Report on Form 8-K filed on October 13, 2020
(File No. 001-34723)) | ||||||||
Amended and Restated Declaration of Trust of Americold Realty Trust, dated as of January 22, 2018 (incorporated by reference to Exhibit 3.1 to Americold Realty Trust’s Current Report on Form 8-K filed on January 23, 2018 (File No. 001-34723)) | ||||||||
Amended
and Restated Bylaws of Americold Realty Trust (incorporated by reference to Exhibit 3.1 to Americold Realty Trust’s Current Report on Form 8-K filed on May 23, 2019 (File No. 001-34723)) | ||||||||
Certificate of Limited Partnership of Americold Realty Operating Partnership, L.P. (incorporated by reference to Exhibit 3.3 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 26, 2019 (File No. 001-34723)) | ||||||||
Amended and Restated Limited Partnership Agreement of Americold Realty Operating Partnership, L.P. (incorporated by reference to Exhibit 3.1 to Americold Realty Trust’s Current Report on Form 8-K filed on July 2, 2019 (File No. 001-34723)) | ||||||||
Articles
of Amendment to Declaration of Trust of Americold Realty Trust, dated as of March 9, 2020 (incorporated by reference to Exhibit 3.1 to Americold Realty Trust’s Current Report on Form 8-K filed on March 10, 2020 (File No. 001-34723)) | ||||||||
Description of shares of Beneficial Interest (incorporated by reference to Exhibit 4.1 to Americold Realty Trust’s Annual Report on Form 10-K filed on March 2, 2020 (File No. 001-34723)) | ||||||||
Registration Rights Agreement, dated as of December 30, 2020 by and among Americold Realty Trust and the Holders named therein. | ||||||||
Credit
Agreement, dated as of December 4, 2018, by and among the Operating Partnership, the Company, the Several Lenders and Letter of Credit Issuers from Time to Time Parties Thereto and Bank of America, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on December 5, 2018 (File No. 001-34723)) | ||||||||
Consent and First Amendment to Credit Agreement, dated as of December 23, 2019, by and among the Company, the Operating Partnership and the guarantors, lenders and letter of credit issues named therein (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Form on Form 8-K filed on January 9, 2020 (File No. 001-34723)) | ||||||||
Credit
Agreement, dated as of March 26, 2020, by and among the Company, the Operating Partnership, certain of their subsidiaries, Several Lenders and Letter of Credit Issuers named therein and Bank of America, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on March 30, 2020 (File No. 001-34723)) | ||||||||
Note
and Guaranty Agreement, dated as of December 4, 2018, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on December 5, 2018 (File No. 001-34723)) | ||||||||
Note and Guaranty Agreement, dated as of May
7, 2019, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on May 8, 2019 (File No. 001-34723)) | ||||||||
Amendment No. 1 to the Note and Guaranty Agreement, dated as of May 7, 2019, dated as of December 30, 2020, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 (File No. 001-34723)) |
Amendment No. 2 to the Note and Guaranty Agreement, dated as of December 4, 2018, dated as of December 30, 2020, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 (File No. 001-34723)) | ||||||||
Note
and Guaranty Agreement, dated as of December 30, 2020, by and among the Operating Partnership, the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 (File No. 001-34723)) | ||||||||
Employment Agreement, dated as of January
23, 2018, by and between AmeriCold Logistics, LLC and Fred Boehler (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Current Report on Form 8-K filed on January 23, 2018 (Registration No. 333-221560)) | ||||||||
Employment Agreement, dated as of January 23, 2018, by and between AmeriCold Logistics, LLC and Marc Smernoff (incorporated by reference to Exhibit
10.4 to Americold Realty Trust’s Current Report on Form 8-K filed on January 23, 2018 (Registration No. 333-221560)) | ||||||||
Employment Agreement, dated as of January 23, 2018, by and between AmeriCold Logistics, LLC and Thomas Novosel (incorporated by reference to Exhibit 10.5 to Americold Realty Trust’s Current Report on Form 8-K filed on January 23, 2018 (Registration No.
333-221560)) | ||||||||
Letter Agreement, dated May 11, 2018, by and between Americold Realty Trust and Marc Smernoff (incorporated by reference to Exhibit 10.5 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 (File No. 001-34723)) | ||||||||
Employment
Agreement, dated as of September 11, 2018, by and between AmeriCold Logistics, LLC and Carlos Rodriguez (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K/A filed on September 11, 2018 (File No. 001-34723) | ||||||||
Employment Agreement, dated as of March 26, 2018, by and between AmeriCold Logistics, LLC and James Snyder (incorporated by reference to Exhibit 10.10 to Americold Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 27, 2019 (File No. 001-34723)) | ||||||||
Employment Agreement, dated as of September 25, 2018, by and between AmeriCold Logistics, LLC and James Harron (incorporated by reference to Exhibit 10.11 to Americold Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 27, 2019 (File No. 001-34723)) | ||||||||
Employment Agreement, dated as of September 13, 2018, by and between AmeriCold Logistics, LLC and David Stuver (incorporated by reference to Exhibit 10.10 to Americold Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 27, 2019 (File No. 001-34723)) | ||||||||
Employment Agreement, dated January 7, 2020, by and between Americold Realty Trust and Robert Chambers (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on January 10, 2020 (File No. 001-34723)) | ||||||||
Form
of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to Americold Realty Trust’s Registration Statement on Form S-11/A, filed on December 19, 2017 (Registration No. 333-221560)) | ||||||||
Americold Realty Trust 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to Americold Realty Trust’s Registration Statement on Form S-11/A, filed on January
12, 2018 (Registration No. 333-221560)) | ||||||||
Americold Realty Trust 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Americold Realty Trust’s Registration Statement on Form S-11/A, filed on December 20, 2017 (Registration No. 333-221560)) | ||||||||
Americold
Realty Trust 2017 Equity Incentive Plan, effective as of January 23, 2018 (incorporated by reference to Exhibit 10.8 to Americold Realty Trust’s Current Report on Form 8-K filed on January 23, 2018 (Registration No. 333-221560)) | ||||||||
Form of Annual Trustee Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 (File No. 001-34723)) | ||||||||
Form of Retention Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 (File No. 001-34723)) | ||||||||
Form
of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 (File No. 001-34723)) | ||||||||
Form of Annual Trustee OP Unit Award Agreement (incorporated by referenced to Exhibit 10.1 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019 (File No. 001-34723)) | ||||||||
Form of Retention OP Unit Award Agreement (incorporated by referenced to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019 (File No. 001-34723)) | ||||||||
Form of Performance OP Unit Award Agreement (incorporated by referenced to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019 (File No. 001-34723)) | ||||||||
Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.26 to Americold Realty Trust’s Annual Report on Form 10-K filed on March 2, 2020 (File No. 001-34723)) | ||||||||
List of Subsidiaries |
22* | List of Guarantors and Subsidiary Issuers of Guaranteed Securities | |||||||
23.1* | Consent of Ernst & Young LLP | |||||||
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust | ||||||||
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust | ||||||||
31.3* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust | |||||||
31.4* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust | |||||||
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust | ||||||||
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust | ||||||||
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. | ||||||||
104* | The cover page of this Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2020, formatted in Inline XBRL. | |||||||
AMERICOLD REALTY TRUST | ||||||||
By: | /s/ Fred W. Boehler | |||||||
Fred W. Boehler | ||||||||
Chief Executive Officer |
This ‘10-K/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 6/3/21 | |||
Filed on: | 6/2/21 | CORRESP | ||
3/1/21 | 10-K | |||
2/26/21 | 4, 8-K/A | |||
1/6/21 | 8-K | |||
For Period end: | 12/31/20 | 10-K | ||
12/30/20 | 8-K, 8-K/A | |||
10/13/20 | 424B5, 8-K | |||
10/12/20 | ||||
6/30/20 | 10-Q | |||
3/30/20 | 8-K | |||
3/26/20 | 8-K | |||
3/10/20 | 4, 8-K | |||
3/9/20 | 8-K | |||
3/2/20 | 10-K, 8-K | |||
1/10/20 | 8-K | |||
1/9/20 | 8-K | |||
1/7/20 | 8-K | |||
12/23/19 | ||||
8/9/19 | 10-Q | |||
7/2/19 | 8-K | |||
6/30/19 | 10-Q | |||
5/23/19 | 8-K | |||
5/8/19 | 8-K, UPLOAD | |||
5/7/19 | 8-K, CORRESP | |||
4/16/19 | 424B5, 8-K | |||
2/27/19 | 424B7, 8-K | |||
2/26/19 | 10-K, 4 | |||
12/31/18 | 10-K | |||
12/5/18 | 8-K | |||
12/4/18 | 8-K | |||
9/25/18 | ||||
9/13/18 | 8-K, EFFECT, S-11MEF | |||
9/11/18 | 8-K, 8-K/A, CORRESP, DRS, S-11 | |||
5/15/18 | 10-Q, 4 | |||
5/11/18 | ||||
3/31/18 | 10-Q | |||
3/26/18 | 3 | |||
1/23/18 | 4, 4/A, 8-K | |||
1/22/18 | 424B4 | |||
1/12/18 | S-11/A | |||
12/20/17 | S-11/A | |||
12/19/17 | S-11/A | |||
List all Filings |