UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-11
FOR REGISTRATION UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

AMERICOLD REALTY TRUST
(Exact Name of Registrant as Specified in Its Governing Instruments)

10 Glenlake Parkway
South Tower, Suite 800
Atlanta, Georgia 30328
Telephone: (678) 441-1400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Jozef Opdeweegh
10 Glenlake Parkway
South Tower, Suite 800
Atlanta, Georgia 30328
Telephone: (678) 441-1400
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the effective date of this Registration Statement.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This is the initial public offering of Americold Realty Trust. All of the common shares offered by this prospectus are being sold by us.

Prior to this offering, there has been no public market for the common shares. It is currently estimated that the initial public offering price per share will be between $ and $ . We intend to list the common shares on the New York Stock Exchange under the symbol " ".

We are a Maryland real estate investment trust and have elected to be treated as a real estate investment trust, or REIT, for United States federal income tax purposes. Our declaration of trust contains a restriction on ownership of the common shares that prevents any person or entity from owning directly or indirectly more than 9.8% of the outstanding common shares, by number or value, whichever is more restrictive, subject to certain exceptions. These restrictions, as well as other share ownership and transfer restrictions contained in our declaration of trust, are designed to enable us to comply with share accumulation and other restrictions imposed on REITs by the Internal Revenue Code. See "Description of Shares of Beneficial Interest — Restrictions on Transfer".

See "Risk Factors" on page 22 to read about factors you should consider before buying our common shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters may also purchase up to an additional common shares from us at the initial public offering price less the underwriting discount within 30 days of the date of this prospectus.

The underwriters expect to deliver the common shares against payment in New York, New York on , 2010.


		Page
Prospectus Summary		1
Risk Factors		22
Forward-Looking Statements		49
Use of Proceeds		50
Distribution Policy		52
Capitalization		54
Dilution		55
Selected Financial Data		56
Unaudited Pro Forma Condensed Combined Financial Statements		58
Management's Discussion and Analysis of Financial Condition and Results of Operations		68
Overview of the Global Temperature-Controlled Warehouse Industry		100
Our Business and Properties		106
Management		128
Principal Shareholders		154
Certain Relationships and Related Transactions		156
Policies with Respect to Certain Activities		158
Formation and Structure of Our Company		163
The Partnership Agreement		166
Description of Shares of Beneficial Interest		169
Certain Provisions of Maryland Law and of the Company's Declaration of Trust and Bylaws		174
Shares Eligible for Future Sale		177
United States Federal Income Tax Considerations		179
ERISA Considerations		204
Underwriting		207
Validity of Common Shares		211
Experts		211
Where You Can Find Additional Information		211
Index to Financial Statements		F-1

Through and including , 2010 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us. Neither we nor the underwriters have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common shares.

We use market data, industry forecasts and projections throughout this prospectus. We have obtained portions of this information from market research prepared by the Global Cold Chain Alliance ("GCCA") in the market study that GCCA has prepared for us in connection with this offering. In addition, we have obtained portions of this information from publications of the International Association of Refrigerated Warehouses ("IARW"), an industry organization comprising 377 member temperature-controlled warehouse companies according to the GCCA, and from other publicly available industry publications. The accuracy and completeness of the information from these sources are not guaranteed and may be limited by the reliability and completeness of information provided voluntarily by member companies. The forecasts and projections are based on industry surveys and the preparers' experience in the industry, and there is no assurance that any of the projected amounts will be achieved. We believe that the surveys and market research performed by others, including GCCA, are reliable, but we have not independently verified this information nor have we ascertained any underlying economic assumptions relied upon therein. While we are not aware of any misstatements regarding the industry data presented herein, estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors".

The term "fully-exercised basis" when used in reference to our common shares means all outstanding common shares at such time plus all common shares issuable upon the exercise of outstanding options and warrants.

The term "pro forma" or "on a pro forma basis" means that the information presented gives effect to this offering, as well as the completion of the formation transactions and the sale of the senior secured notes (each as described herein).

The term "EBITDA" as used herein means earnings before interest expense, taxes, depreciation and amortization. EBITDA is a measure commonly used in our industry and we present EBITDA to enhance your understanding of our operating performance. We believe that EBITDA provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We may in this prospectus refer at times to "Adjusted EBITDA". The term Adjusted EBITDA as used herein refers to EBITDA adjusted for impairment charges, acquisition related costs and certain one-time charges. EBITDA and Adjusted EBITDA are not measurements of financial performance under accounting principles generally accepted in the

United States, or "U.S. GAAP", and our EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA and Adjusted EBITDA as alternatives to operating or net income, determined in accordance with U.S. GAAP, as indicators of our operating performance or as alternatives to cash flows from operating activities, determined in accordance with U.S. GAAP.

We may in this prospectus refer at times to "segment EBITDA". The term "segment EBITDA" as used herein refers to EBITDA of each of our reportable segments. We use EBITDA and segment EBITDA as two criteria for evaluating our performance relative to that of our peers and to internally measure the performance of our segments. We use EBITDA, Adjusted EBITDA and segment EBITDA as operating performance measures and not as measures of liquidity.

The term "warehouse tenants" as used herein refers to the customers and tenants of our owned and leased temperature-controlled warehouses.

The term "rent" as used herein refers to the revenues that we receive from our warehouse tenants that constitute "rents from real property" for purposes of satisfying the real estate investment trust ("REIT") qualification rules under the Internal Revenue Code of 1986, as amended (the "Code"), and comprises primarily storage fees, excluding handling charges, transportation revenue, and other fees and charges that do not constitute rents from real property for purposes of such rules. See "United States Federal Income Tax Considerations — Taxation of Our Company — Rents from Real Property". When used as a verb herein, the term "rent" refers to the existence of a contractual arrangement between our company and a warehouse tenant pursuant to which we receive rent from such warehouse tenant and does not necessarily imply the existence of a lease or landlord-tenant relationship between our company and such warehouse tenant.

The term "FFO" as used herein means funds from operations. We calculate FFO in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income or loss determined in accordance with U.S. GAAP, excluding extraordinary items as defined under U.S. GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. FFO and FFO per common share are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO and FFO per common share should be evaluated along with U.S. GAAP net income and income per diluted share (the most directly comparable U.S. GAAP measures), as well as cash flow from operating activities, investing activities and financing activities, in evaluating the operating performance of equity REITs. Management believes that FFO and FFO per common share are helpful to investors as supplemental performance measures because they exclude the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. FFO does not represent cash generated from operating activities in accordance with U.S. GAAP and is not necessarily indicative of cash available to fund cash needs as disclosed in our consolidated statements of cash flows. FFO should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flows as a measure of liquidity. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition, and, accordingly, our FFO may not be comparable to such other REITs' FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance.

The term "FAD" as used herein means funds available for distribution. We calculate FAD, as net income or loss determined in accordance with U.S. GAAP, adjusting for FFO items as defined

by NAREIT, and excluding the non-cash effect of such items as non-real estate depreciation, amortization or impairments, stock-based compensation expense, amortization of deferred financing costs, amortization of debt discount, amortization of above or below market leases and straight line rents, and deducting the expenditures of recurring capital maintenance. FAD does not represent net income in accordance with U.S. GAAP and is not necessarily indicative of results of operations as disclosed in our consolidated statements of income. FAD should not be considered as an alternative to net income. FAD does not have a uniform definition, and other REITs may not calculate FAD or calculate it in a consistent manner. Thus, our FAD may not be comparable to other REITs' FAD. Accordingly, FAD should be considered only as a supplement to our consolidated statement of income as a measure of our operating performance. FAD and FAD per common share are used by management and our shareholders as supplemental measures of the results of operations of the on-going operations of our company. FAD and FAD per common share should be evaluated along with U.S. GAAP net income and income per common share (the most directly comparable U.S. GAAP measures). Management believes that FAD and FAD per common share are helpful to investors as supplemental performance measures for estimating value of our company and our on-going ability to pay dividends because these measures exclude the effect of gains or losses from sales of previously depreciated operating real estate assets and the non-cash effect of expenditures and income, and takes into consideration the expenditures of recurring capital maintenance required to maintain the existing portfolio of temperature-controlled warehouses and personal property.

Any discrepancies in any table or chart included in this prospectus between totals and the sums of amounts listed are due to rounding.

This summary highlights information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information regarding our company, included under the caption "Risk Factors", and our historical consolidated and unaudited pro forma condensed combined financial statements and related notes appearing elsewhere in this prospectus for a more complete understanding of this offering before deciding to invest in our common shares. Except where the context suggests otherwise, the terms "we", "us", "our", "the company" and "our company" refer to Americold Realty Trust, a Maryland REIT, together with its subsidiaries, including without limitation Americold Realty Operating Partnership, L.P., a Delaware limited partnership, which we refer to in this prospectus as our "operating partnership". In this prospectus we refer to common shares of beneficial interest of Americold Realty Trust as "common shares", and we refer to any limited partnership units of the operating partnership as "OP units". All references to "our portfolio" refer to properties that we own, lease or manage on behalf of third-party owners. Unless otherwise indicated, the information in this prospectus assumes and reflects: (i) the completion of the formation transactions described herein; (ii) the concurrent issuance of $ million of senior secured notes by a subsidiary of our operating partnership; (iii) the common shares to be sold in this offering being sold at $ per share, which is the mid-point of the range of prices indicated on the front cover of this prospectus; and (iv) no exercise by the underwriters of their option to purchase up to an additional of our common shares. Our declaration of trust and bylaws will be amended and restated in their entirety concurrently with the consummation of this offering. All references to our declaration of trust and bylaws in this prospectus refer to the amended and restated declaration of trust and bylaws.

Originally founded in 1931, we are the largest real estate company in the world focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. Our warehouses are an integral part of the supply chain linking food producers, distributors and retailers who store products in temperature-controlled warehouses and use related services for frozen and perishable food products such as frozen entrees, meat, seafood, fruits and vegetables. We are a self-administered and self-managed real estate company that intends to continue to operate as a REIT for United States federal income tax purposes.

We are controlled by investment funds affiliated with The Yucaipa Companies, LLC ("Yucaipa"). Concurrent with the consummation of this offering, we will complete certain formation transactions resulting in the consolidation into our company of certain real estate assets owned by Versacold International Corporation, a Canadian company ("Versacold"), an affiliate of Yucaipa. We intend to use the net proceeds of this offering and the concurrent senior secured notes offering to facilitate the formation transactions, which will significantly expand our portfolio of temperature-controlled warehouses in the United States and provide us with a leading position in key international markets. Following the completion of the formation transactions, our portfolio will consist of 175 operational temperature-controlled warehouses located in the United States (152), Australia (12), New Zealand (8), Argentina (2) and Canada (1) and will represent approximately 1.04 billion cubic feet of total storage space. We will own 120 of these warehouses (including 5 that are subject to ground leases and 2 that are partly owned and partly leased), lease 34 of them and manage 21 of them on behalf of third-party owners. See "Use of Proceeds", "Formation and Structure of Our Company" and "Our Business and Properties — Description of Our Business — Warehouse Properties". In addition, we have commenced construction of a new temperature-controlled warehouse located at the port of Tacoma, Washington.

Yucaipa-affiliated investment funds own 49% of Versacold and have an option to acquire the remaining 51%. After the consummation of this offering and following the completion of the

formation transactions, Versacold will continue to operate in Canada as an independent company with separate management and a separate board of directors. In connection with the formation transactions, we are entering into a non-competition and services agreement with Versacold which provides for, among other things, transitional services and reciprocal non-competition covenants.

Under "Overview of the Global Temperature-Controlled Warehouse Industry", we have included a report furnished by the GCCA. The following is a summary of that report.

Total capacity of temperature-controlled warehouse space in the U.S. was 3.3 billion cubic feet according to a July 2008 IARW Global Cold Storage Capacity Report. Temperature-controlled warehouses are divided between users that outsource temperature-controlled warehouse needs to third parties and users of in-house private warehouses. Under "Overview of the Global Temperature-Controlled Warehouse Industry — Industry Overview: U.S.", the GCCA report illustrates the overall trend towards outsourcing the temperature-controlled warehousing function by users such as food producers, distributors and retailers, though in-house temperature-controlled warehousing remains an important sector of our industry. While outsourced temperature-controlled warehouse space grew at a 3.8% compound annual growth rate or "CAGR" from 1981 to 2007, in-house space grew at a 1.6% CAGR over that same period. Global temperature-controlled warehouse space grew from 5.4 to 8.7 billion cubic feet from 1998 to 2008, representing a 4.9% CAGR.

In the U.S., the temperature-controlled warehouse industry revenue growth is forecasted to be 4% for 2010. Beyond 2010, the U.S. market is expected to stabilize with a four-year revenue CAGR of 2%.

In developing countries generally, the GCCA believes that growth in temperature-controlled warehouse capacity is expected to reach double digits annually over the next 15 years. China has the largest potential for expansion of temperature-controlled warehouse space, growing at approximately 10% annually for the next few years, with no expected delays in construction associated with the recession. Forecasts for capacity growth in Latin America are at 10% per year through 2014. In Eastern Europe and the former Soviet Union, construction starts are being postponed with expectation of growth resuming at 7% to 10% per year when financial conditions stabilize.

Under "Overview of the Global Temperature-Controlled Warehouse Industry — Drivers of Demand" and "Overview of the Global Temperature-Controlled Warehouse Industry — Supply Pipeline", the GCCA report discusses the primary drivers of growth in demand for temperature-controlled warehouses and factors impacting construction of temperature-controlled warehouses.

The U.S. temperature-controlled warehouse industry is highly fragmented with several participants having a presence nationwide and a number of participants having a presence only in particular regions or in particular local areas. The five largest U.S.-based firms have 45% of total space in cubic feet; the top ten have 55%. The five largest firms each maintain operations in 26 to 101 different locations. Each of the three largest firms has facilities throughout much of the nation; two are concentrated on both coasts. The next five largest firms have a presence only in particular regions, focusing in a major metropolitan area in a port city, the northwestern U.S. or the southeastern U.S. All of the firms tend to compete with each other in the geographic areas in which

they have a presence, regardless of their overall size. Users, including large nationwide firms, tend to diversify their warehousing among the national, regional and local firms to meet their needs for temperature-controlled warehouse space.

As a result of the formation transactions, we are the largest owner and operator of temperature-controlled warehouses in the United States and in the world with approximately 29% and 12% of the total temperature-controlled warehouse capacity in cubic footage terms, based on information from the GCCA and our estimate (based on information as of September 30, 2009) of our total temperature-controlled warehouse capacity. We have a leading presence in major food production and consumption markets, including the United States, Australia, New Zealand and Argentina. Our significant scale allows us to offer our warehouse tenants a broad-based portfolio of strategically located temperature-controlled warehouses and related services, which enables warehouse tenants to optimize their supply chains and reduce costs. In addition, as a result of our size, we are able to achieve economies of scale that allow us to attract new warehouse tenants, reduce our operating costs and lower our overall cost of capital.

Our warehouses are an integral part of the supply chain linking food producers, distributors and retailers who rent temperature-controlled warehouse space and use related services for frozen and perishable food products such as frozen entrees, meat, seafood, fruits and vegetables. Given the complex nature of perishable food storage and distribution, our warehouse tenants place great importance on the location, quality and integration of our temperature-controlled warehouse network. Our warehouses are strategically located near our warehouse tenants' operations and key distribution hubs throughout the United States and the world, which helps our warehouse tenants optimize their distribution networks while reducing their capital expenditures, operating costs and operational risks.

The food distribution industry has exhibited relatively low volatility through varying economic cycles. As a result, we have been able to generate relatively stable cash flows and returns for our investors. We believe the stability of our cash flows is further enhanced due to the fact that our revenues are diversified by geography, warehouse tenant, food commodity and food distribution channel. The stability of our cash flows is highlighted by our year-to-date 2009 EBITDA, which was relatively consistent with levels achieved for the same period in 2008 despite the global economic recession.

We believe that the quality and diversity of our warehouse tenant base provides us with a strong business foundation. We have approximately 3,100 warehouse tenants in our owned and leased warehouses based on rents received during the nine months ended September 30, 2009, with no such relationship accounting for more than 6% of our pro forma combined warehouse revenues. Many of our warehouse tenants store their products in multiple warehouses in our portfolio. We maintain long-standing relationships with a significant number of blue chip, high-credit quality warehouse tenants, which include a majority of the largest food producers and retailers in the United States.

We believe there are highly attractive growth opportunities for temperature-controlled warehouses in international markets including, but not limited to, China, Brazil and Eastern Europe. We intend to use our strong reputation, operational expertise, global track record and balance sheet strength as a platform for temperature-controlled warehouse acquisition and development in such markets. In particular, we view China as one of our highest priorities given the large and growing population, increasing affluence among its citizens, evolving food consumption habits and limited number of temperature-controlled warehouses relative to its population. Moreover, there is a keen focus by the Chinese government to upgrade food storage, safety and infrastructure in China where a substantial amount of perishable food products, including approximately 30% of all fruits and vegetables, spoil prematurely due to a lack of refrigeration facilities. In connection with our entry into the Chinese market, we have executed a memorandum of understanding with China Merchants Cold Chain Logistics (China) Co. Ltd. ("China Merchants"), a leading Chinese infrastructure firm providing for an exclusive cooperation arrangement to develop temperature-controlled warehouses and related services in China.

We believe that, relative to other public real estate companies, our pro forma low leverage and attractive in-place debt will enable us to capitalize on numerous growth and development opportunities in our industry. In addition, we will have no material debt maturities until 2014. We believe this balance sheet strength will allow us to: (i) expand certain of our existing properties and develop new properties to meet warehouse tenant demand, (ii) fund accretive acquisitions and (iii) increase our access to long-term, low-cost capital.

Our senior management team, which includes talented and experienced managers from two industry leading companies, has extensive knowledge of both the real estate and food distribution industries. Our eight-person senior management team has approximately 160 years of total experience in the temperature-controlled warehouse, logistics, manufacturing and/or food industries. Following the completion of the formation transactions, our senior management will collectively own % of the common equity of our company on a fully-exercised basis, which aligns the interests of our senior management with the interests of other shareholders.

Yucaipa is a premier investment firm with an established track record of investing in the food retail and distribution industries. Following the completion of the formation transactions, Yucaipa-affiliated funds will own % of the common equity of our company on a fully-exercised basis. We will continue to leverage Yucaipa's expertise and global relationships as we execute our business and growth strategy.

We intend to increase profitability in our existing real estate portfolio by optimizing occupancy in our warehouses, increasing our share of new and existing warehouse tenants' spending on temperature-controlled storage, increasing our storage income and lowering our costs.

international expansion opportunities for 2010, which we believe will generate stabilized EBITDA yields of approximately 12.5% and 10.0%, respectively.

We have ongoing process improvement initiatives within our warehouses to increase productivity and efficiency and to reduce costs. In addition, we are currently exploring alternatives to further lower our energy costs and increase the competitive position of our properties by employing solar power generation technologies at a select number of our warehouses.

Capitalize on Global Consolidation of the Temperature-Controlled Warehouse Industry

Our industry is highly fragmented among numerous owners and operators worldwide. As the largest global owner of temperature-controlled warehouses, we are well positioned to continue to expand our portfolio through acquisitions, joint ventures and strategic alliances. Our financial strength, economies of scale and access to capital will be an advantage as we compete for acquisitions and development opportunities in a capital-constrained environment. In addition, our management team has experience identifying strategic acquisitions and integrating them into our global network in a manner that generates economies of scale and cost savings.

We believe that there will be significant opportunities to expand our warehouse footprint in numerous underdeveloped and high-growth temperature-controlled warehouse markets including China, Brazil and Eastern Europe. In particular, we are currently building our network in China where the growing population and evolving food consumption trends will drive the need for significant investment in food storage and distribution infrastructure. We also intend to expand our footprint at global shipping and infrastructure ports to capitalize on growing frozen and perishable food import/export volumes. We believe our intellectual capital and acquisition and development experience, coupled with continued demand from our existing warehouse tenants, will enable us to grow by expansion in both our core and emerging markets.

Solidify Our Position as the Warehouse Provider of Choice for Global Food Producers and Retailers

We believe food producers and retailers will continue to outsource the temperature-controlled warehouse function of their supply chain. We intend to capture growing demand by providing our warehouse tenants with the highest quality, most integrated network of temperature-controlled warehouses in the world. We expect to leverage our expertise to customize solutions for new and existing warehouse tenants who we believe will continue to outsource temperature-controlled warehouse and distribution activities.

We intend to maintain a balance sheet that will enable us to make accretive investments in the temperature-controlled warehouse industry over time. While we intend to distribute the majority of our cash flows in the form of dividends, we plan to use some portion of remaining cash flows to reinvest in attractive return projects. In addition, as a public company, we will strive to continually lower our cost of capital and attract diversified sources of capital, enabling us to enhance shareholder returns and provide our warehouse tenants with economically compelling outsourcing solutions for their temperature-controlled warehouse needs.

Investing in our common shares involves substantial risks. You should carefully consider the matters discussed in the section "Risk Factors" beginning on page 22, including the following, before you invest in our common shares. These risks include, but are not limited to, the following:

Following the completion of this offering and the formation transactions, our portfolio will consist of 175 operational temperature-controlled warehouses located in the United States (152), Australia (12), New Zealand (8), Argentina (2) and Canada (1) and will represent approximately 1.04 billion cubic feet of total storage space. We will own 120 of these warehouses (including 5 that are subject to ground leases and 2 that are partly owned and partly leased), lease 34 of them and manage 21 of them on behalf of third-party owners. See "Our Business and Properties — Description of Our Business — Warehouse Properties". In addition, we have commenced construction of a new temperature-controlled warehouse located at the port of Tacoma, Washington.

Based on information as of September 30, 2009, the following table sets forth a summary of our properties upon the completion of this offering and the formation transactions, sorted by geographic region:

Country / Region									Warehouse Revenues Last Twelve Months (in thousands)(b)		Revenues per Cubic Foot(a)

OWNED / LEASED(c)
United States(d)
	Pacific	28	163.8	16	%	6,580.6	78	%	$	167,182	$	1.02
	North Central	20	142.4	14	%	5,746.2	87	%		149,608		1.05
	Southeast	27	138.5	13	%	5,604.3	69	%		116,545		0.84
	Southwest	22	124.0	12	%	4,902.2	81	%		130,080		1.05
	Northeast	19	122.9	12	%	4,827.9	76	%		139,509		1.14
	South Central	18	118.6	11	%	6,062.7	76	%		114,197		0.96

United States Total		134	810.1	78	%	33,723.9	78	%		817,121		1.01
Non-U.S.
	Australia(e)	10	36.9	4	%	1,359.6	80	%		93,523		2.53
	New Zealand	8	18.6	2	%	689.0	90	%		24,418		1.31
	Argentina	2	8.0	1	%	219.8	92	%		10,434		1.31

Non-U.S. Total		20	63.5	6	%	2,268.4	85	%		128,375		2.02

OWNED / LEASED TOTAL		154	873.7	84	%	35,992.3	78	%	$	945,496	$	1.08

MANAGED
United States(d)
	Pacific	1	4.6	*		131.5
	North Central	4	31.6	3	%	965.4
	Southeast	2	14.8	1	%	1,584.0
	Southwest(f)	6	59.4	6	%	2,814.2
	Northeast	3	23.2	2	%	891.1
	South Central	2	9.9	1	%	316.6

United States Total		18	143.6	14	%	6,702.8
	Australia	2	15.0	1	%	532.4

Australia Total		2	15.0	1	%	532.4
	Canada	1	5.3	1	%	167.1

Canada Total		1	5.3	1	%	167.1

MANAGED TOTAL		21	163.9	16	%	7,402.2

PORTFOLIO TOTAL		175	1,037.5	100	%	43,394.5

WAREHOUSE IN DEVELOPMENT(g)		1	7.0			195.7

(b): Last twelve months warehouse revenues are as of September 30, 2009 for Americold and October 31, 2009 for Versacold.
(c): In addition to the warehouses identified herein, we own two warehouses that we do not currently operate but maintain in operational condition.
(d): Regions defined as follows: "Pacific" includes California, Oregon and Washington; "North Central" includes Illinois, Indiana, Iowa, Minnesota, South Dakota and Wisconsin; "Southeast" includes Florida, Georgia, North Carolina, South Carolina and Virginia; "Southwest" includes Arizona, Colorado, Idaho, Kansas, Nebraska, Nevada, Oklahoma, Texas and Utah; "Northeast" includes Maine, Massachusetts, New York, Ohio and Pennsylvania; and, "South Central" includes Alabama, Arkansas, Kentucky, Mississippi, Missouri and Tennessee.
(e): An additional lease is expected to begin in March 2010 for a warehouse located in New South Wales, Australia. The warehouse will be approximately 5.6 million cubic feet. In connection with commencing operations at this new leased warehouse, we intend to vacate and cease operations at our two leased warehouses located in Girraween, Australia and transfer the operations of these warehouses to the new location. The leases for the two warehouses to be vacated will expire in June 2010.
(f): One of our managed warehouses in the Southwest region may be transitioned out of our portfolio in the first quarter of 2010.
(g): Cubic footage and square footage amounts for this warehouse are estimates based on current plans.

Occupancy rates in the above table are in absolute amounts based on usage of total potential storage space available within a warehouse. We do not believe that a 100% occupancy rate is always optimal. Rather, we believe that occupancy of approximately 90% is optimal because it allows for efficient put away, storage and retrieval of our warehouse tenants' products. Accordingly, we deem 90% occupancy to be "full occupancy". We allow our warehouses to have occupancy rates above this "full" amount to the extent that we determine it to be beneficial to our customer relationship or where we are able to derive additional revenues which may partially offset the resulting cost increases.

Through our predecessor entities we have been in the temperature-controlled warehouse business since 1931, and from 1997 to 2004 we were indirectly wholly owned by Vornado Realty Trust ("Vornado") and Crescent Real Estate Equities Company ("Crescent"), two REITs. In 2004, three Yucaipa investment funds acquired 20.7% of our common shares from Vornado and Crescent, and Yucaipa began to oversee our day-to-day management through its participation in an operating committee formed in 2004. On March 31, 2008, four Yucaipa investment funds (including two of the original Yucaipa fund purchasers) acquired from Vornado and Crescent the remaining 79.3% of our common shares. As of September 30, 2009, prior to the formation transactions, our historical company owned, leased or managed 101 operational warehouses aggregating approximately 638 million cubic feet, consisting of 100 warehouses located in the United States and one warehouse located in Canada.

In 2007, Hf. Eimskipafelag Islands ("Eimskip"), an Icelandic publicly traded transportation and logistics company, acquired Versacold, a leading Canadian-based temperature-controlled warehouse company with warehouses located in the United States, Canada, Australia, New Zealand and Argentina. Eimskip combined Versacold with Atlas Cold Storage Inc., its existing temperature-controlled warehouse subsidiary, to form what is now Versacold. In 2008, Eimskip began to encounter financial difficulty at the parent company level. In the fall of 2008, Yucaipa, in collaboration with our company, began to explore a possible acquisition of Versacold. In connection with the ultimate restructuring of Eimskip in the summer of 2009, Yucaipa acquired from Eimskip, among other things, (i) a 49% equity interest in Versacold, together with an option to acquire the remaining 51% equity interest and (ii) a subordinated mortgage secured note payable by Versacold to Eimskip in the outstanding principal amount of $150 million secured by certain real property assets owned by Versacold. In December 2009, we issued to the Yucaipa investment funds that

own the 49% equity interest in Versacold warrants to purchase 10,614,068 additional common shares of our company at an exercise price of $17.17 per share.

Prior to or simultaneous with the completion of this offering, we will engage in certain formation transactions, which are designed to (i) consolidate our existing portfolio of temperature-controlled warehouses and related businesses with the warehouses and operations we will acquire from Versacold located in the United States, Australia, New Zealand and Argentina, (ii) raise necessary funds to finance such consolidation, (iii) fund certain taxes and fees created by the formation transactions and (iv) retain our status as a REIT. Pursuant to the formation transactions and in conjunction with this offering:

Upon completion of this offering and consummation of the formation transactions:

We will issue to certain management employees of Versacold who will join us following the formation transactions options to purchase an aggregate of of our common shares at an exercise price equal to the initial public offering price plus an aggregate of of our common shares of restricted stock or restricted stock units. See "Formation and Structure of Our Company".

We have excluded Versacold's Canadian warehouses and operations from the warehouses being acquired in connection with the formation transactions, because their inclusion in the combined company would adversely impact our ability to continue to meet the REIT qualification rules of the Code, relating to the nature and diversification of our assets. For more information, see "United States Federal Income Tax Considerations — Taxation of Our Company". After the consummation of this offering, Versacold will continue to operate in Canada as an independent company, with separate management and a separate board of directors. We have structured the formation transactions to minimize potential conflicts of interest. In connection with the formation transactions, Versacold and our company are entering into a non-competition and services agreement, which provides for, among other things, transitional services for up to three years and reciprocal non-competition covenants.

Following completion of this offering and the formation transactions, substantially all of our assets will be held by, and our operations conducted by, a newly formed operating partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT, structure. We intend to use this UPREIT structure generally to effectuate our acquisition strategy by enabling us to acquire real property in exchange for OP units in our operating partnership from owners who desire to defer taxable gain that would otherwise normally be recognized by them upon the disposition of their property to us in exchange for our common shares or cash. These owners may also desire to achieve diversity in their investment and other benefits afforded to owners of stock in a REIT. We will be the sole general partner of our operating partnership. See "The Partnership Agreement".

We and our wholly owned subsidiaries, ART AL Holding LLC ("AL Holding") and ART Quarry TRS, LLC ("ART Quarry"), have jointly elected to treat AL Holding and ART Quarry as taxable REIT subsidiaries, or TRSs. AL Holding and ART Quarry undertake certain activities that we (and our pass-through subsidiaries) might otherwise be precluded from undertaking under the REIT qualification rules of the Code. In connection with the formation transactions, we will create a third TRS to hold the service operations related to the temperature-controlled warehouses that are being consolidated into our company in connection with the formation transactions. A TRS is generally subject to United States federal corporate income tax on its earnings, which has the effect of reducing the cash flow available to make distributions to our shareholders. See "United States Federal Income Tax Considerations — Taxation of Our Company — Ownership of Interests in Taxable REIT Subsidiaries".

The following diagram depicts our ownership structure upon completion of this offering and the formation transactions and reflects outstanding common shares and warrants to purchase common shares.⁽¹⁾ Our operating partnership will indirectly own substantially all of our properties through our subsidiaries, including three TRSs and certain special purpose entities that were created in connection with various financings.

We elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with our taxable year ended December 31, 1999. As a REIT, we generally are not subject to United States federal income tax on income that we distribute to our shareholders. Under the Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they annually distribute at least 90% of their taxable income. If we fail to qualify for taxation as a REIT in any year, our income will be taxed at regular corporate rates, we will not be allowed a deduction for distributions to our shareholders in computing our taxable income and we will be ineligible to elect to be treated as a REIT for the four taxable years following the year of our failure to qualify. Even if we qualify as a REIT for United States federal income tax purposes, we may still be subject to state, local and foreign taxes on our income and property and to United States federal income and excise taxes on our undistributed income and certain other items. See "United States Federal Income Tax Considerations — Taxation of Our Company — General".

Our declaration of trust contains a restriction on ownership of the common shares that prevents any person or entity (other than an "excepted holder" as defined in our declaration of trust) from owning directly or indirectly more than 9.8% of the outstanding common shares, by number or value, whichever is more restrictive, subject to certain exceptions which may be granted by our board of trustees. Yucaipa and its affiliates are included in the definition of excepted holder in our declaration of trust. Pursuant to our declaration of trust, Yucaipa and its affiliates may hold up to % of our outstanding common shares. These restrictions, as well as other share ownership and transfer restrictions contained in our declaration of trust, are designed primarily to enable us to comply with share ownership and other restrictions imposed on REITs by the Code. See "Description of Shares of Beneficial Interest".

We intend to continue to elect and qualify to be taxed as a REIT for United States federal income tax purposes. United States federal income tax law requires that a REIT distribute with respect to each year at least 90% of its annual REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain. We will not be required to make distributions with respect to income derived from the activities conducted through our TRSs that is not distributed to us. To the extent our TRSs' income is not distributed and is instead reinvested in the operations of our TRSs, the value of our equity interest in our TRSs will increase. The aggregate value of the securities that we hold in our TRSs may not exceed 25% of the total value of our gross assets. Distributions from our TRSs to us will qualify for the 95% gross income test but will not qualify for the 75% gross income test. Therefore, in order to maintain our REIT

status, distributions from our TRSs to us will not exceed 25% of our gross income with respect to any given taxable year. See "United States Federal Income Tax Considerations — Taxation of Our Company". To satisfy the requirements to qualify as a REIT and generally not be subject to United States federal income and excise tax, we intend to make regular quarterly distributions of all or substantially all of our net income to holders of our common shares out of assets legally available therefor. Any future distributions we make will be at the discretion of our board of trustees and will depend upon our earnings and financial condition, maintenance of REIT qualification, applicable provisions of the Maryland General Corporation Law ("MGCL") and such other factors as our board of trustees deems relevant. See "Distribution Policy".

Versacold is currently 49% owned by certain investment funds managed by Yucaipa, which also manages our controlling shareholders. Affiliates of Yucaipa also have an option to acquire the remaining 51% of Versacold, which they may exercise shortly after the completion of the formation transactions. After the completion of the formation transactions Versacold will, subject to the non-competition and services agreement, be a potential competitor of our company in certain markets and may in the future expand into other markets in which we have warehouses. In connection with the formation transactions, we are entering into a non-competition and services agreement with Versacold pursuant to which:

Notwithstanding the existence of the non-competition and services agreement, for as long as Yucaipa exerts a controlling influence over the business and affairs of our company and to the extent that it exerts a controlling influence over the business and affairs of Versacold, Yucaipa will have the ability to cause our company or Versacold to take actions that may be adverse to the interests of other shareholders of our company, including, without limitation, with respect to the acquisition and disposition of properties and other assets and the exploitation of business opportunities.

We have structured the formation transactions so as to minimize potential conflicts of interest. However, we did not conduct arm's-length negotiations with respect to the terms of the formation transactions and agreements related thereto, including without limitation the non-competition and services agreement. In the course of structuring the formation transactions, our controlling shareholders had the ability to influence the type and forms of consideration given and received. As a result, the price to be paid by us for the acquisition of the assets included in the formation transactions may exceed the fair market value of such assets. None of Yucaipa, any of its affiliate funds or any existing shareholder of our company is selling any common shares in this offering.

Concurrent with the consummation of this offering, a subsidiary of our operating partnership (the "note issuer") expects to issue senior secured notes. The senior secured notes will be secured by certain warehouses located in the United States owned directly or indirectly by the note issuer. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Outstanding Indebtedness".

Certain of our properties are encumbered by mortgages securing approximately $1.05 billion of aggregate principal amount of indebtedness, as of September 30, 2009. These mortgage loans are secured by senior first liens on 50 of our real estate assets located in the United States. The mortgages, which were securitized in 2006, mature in 2014 and 2016. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Outstanding Indebtedness".

Certain of our subsidiaries are borrowers under a $50 million revolving credit facility provided by Wells Fargo Foothill, LLC ("Wells Fargo"). The Wells Fargo credit facility is currently secured by accounts receivable attributable to our warehouse management and transportation businesses and by three of our real estate assets (a fourth real estate asset is subject to a negative pledge). See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Outstanding Indebtedness".

Our principal executive office is located at 10 Glenlake Parkway, South Tower, Suite 800, Atlanta, Georgia 30328; our telephone number is (678) 441-1400. Our website address is www.americoldrealty.com. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any other report or document we file with or furnish to the Securities and Exchange Commission (the "SEC").

Summary Selected Historical Consolidated and Unaudited
Pro Forma Condensed Combined Financial Data

The following tables set forth summary financial and operating data on (1) an historical basis for our Americold predecessor and Americold successor (each as defined below) and (2) a pro forma basis for our historical company combined with the warehouses and operations of Versacold that are being consolidated into our company in connection with the formation transactions. The summary selected historical financial data for the period from January 1, 2008 to March 31, 2008 and the years ended December 31, 2007 and 2006 are referred to as "Americold predecessor" and represent the period of time when we were privately owned by Vornado (47.6% of our common shares), Crescent (at the time, an affiliate of Morgan Stanley Real Estate) (31.7% of our common shares) and three affiliated investment funds of Yucaipa (20.7% of our common shares). On March 31, 2008, two of the three affiliated investment funds of Yucaipa, which had predecessor ownership of our company, along with two additional affiliated investment funds of Yucaipa, acquired the remaining 79.3% of our common shares from Vornado and Crescent ("2008 Acquisition"), which resulted in a change of control and a change in accounting basis. All periods subsequent to March 31, 2008 are referred to as "Americold successor".

You should read this financial data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations", our historical consolidated financial statements, the notes to our consolidated financial statements, the unaudited pro forma condensed combined financial statements and notes to the pro forma statements and the other financial information included elsewhere in this prospectus.

The summary selected historical consolidated financial and operating data for the periods January 1, 2008 to March 31, 2008 and April 1, 2008 to December 31, 2008 and for the years ended December 31, 2007 and 2006 have been derived from the audited historical consolidated financial statements of Americold predecessor and Americold successor. The summary selected consolidated statements of income data for the nine months ended September 30, 2009 and for the period April 1, 2008 to September 30, 2008 have been derived from the unaudited consolidated financial statements of Americold predecessor and Americold successor. The combined historical results of operations included under the column labeled "Combined" for the nine months ended September 30, 2008 was derived from the audited consolidated financial statements of Americold predecessor for the period January 1, 2008 through March 31, 2008 and the unaudited consolidated financial statements of Americold successor for the period from April 1, 2008 through September 30, 2008. The combined non-GAAP historical results of operations for the year ended December 31, 2008 was derived from the audited consolidated financial statements of Americold predecessor for the period January 1, 2008 through March 31, 2008 and of Americold successor for the period from April 1, 2008 through December 31, 2008. The combined historical operating results are being presented solely to assist comparison across the years. The operating results in the successor period for 2008 include the effect of fair value adjustments resulting from the 2008 Acquisition. Due to the change in the basis of accounting resulting from the 2008 Acquisition, whereby Yucaipa's basis was pushed down to our financial statements, Americold predecessor's consolidated financial statements and Americold successor's consolidated financial statements are not necessarily comparable. The combined information is a non-GAAP financial measure and should not be used in isolation or substitution of the results of operations of either Americold predecessor or Americold successor. This data is being presented for informational purposes only and does not purport to represent or be indicative of the results that actually would have been obtained had the 2008 Acquisition occurred on January 1, 2008 or that may be obtained for any future period. In the opinion of management, the selected unaudited historical consolidated financial information for the interim periods presented includes all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. Our results of operations for interim periods are not necessarily indicative of the results to be obtained for the full fiscal year.

Summary Condensed Historical and Pro Forma Financial Data
(Amounts in thousands, except per share data)

		Pro Forma			Americold Successor			Combined			Americold Successor			Americold Predecessor

		January 1, 2009 to September 30, 2009			January 1, 2009 to September 30, 2009			(Non-GAAP) January 1, 2008 to September 30, 2008			April 1, 2008 to September 30, 2008			January 1, 2008 to March 31, 2008
Revenues:
Total Revenues		$	1,223,635		$	581,010		$	648,544		$	432,912		$	215,632
Expenses:
	Cost of operations (excluding items shown below)		953,536			437,423			507,840			338,166			169,674
	Rent		17,694			6,703			6,706			4,482			2,224
	Depreciation, depletion and amortization		106,927			72,124			66,519			45,521			20,998
	General and administrative		59,487			43,589			35,530			23,902			11,628
	Other operating (income), net		(2,191	)		—			—			—			—

Total expenses			1,135,453			559,839			616,595			412,071			204,524

	Operating income		88,182			21,171			31,949			20,841			11,108
	Interest and debt expense		(74,299	)		(49,050	)		(48,970	)		(32,848	)		(16,122	)
	Interest and other income		126			126			765			490			275
	Foreign exchange gain		1,037			—			—			—			—
	Other (expense) income		(275	)		413			24			16			8

Income (loss) before tax			14,771			(27,340	)		(16,232	)		(11,501	)		(4,731	)
Income tax benefit (expense)			513			2,785			(91	)		(170	)		79

Net income (loss)			15,284			(24,555	)		(16,323	)		(11,671	)		(4,652	)

Preferred share dividends			12			12			63			—			63

Net income (loss) attributable to common shares		$	15,272		$	(24,567	)	$	(16,386	)	$	(11,671	)	$	(4,715	)

Per Common Share:
	Net income (loss) — Basic	$			$	(0.62	)	$	(0.41	)	$	(0.29	)	$	(0.12	)
	Net income (loss) — Diluted					(0.62	)		(0.41	)		(0.29	)		(0.12	)
Dividends declared on common shares						—			6,000			—			6,000
Dividends declared per common share						—			0.15			—			0.15
Weighted average common shares — Basic						39,624			39,749			39,624			40,000
Weighted average common shares — Diluted						39,624			39,749			39,624			40,000
Other Data:
	EBITDA(1)	$	195,997		$	93,834		$	99,257		$	66,868		$	32,389
	Adjusted EBITDA(1)		195,997			98,150			99,257			66,868			32,389
	FFO attributable to common shares(2)		81,515			24,289			31,179			20,850			10,329
	FAD attributable to common shares(2)		86,415			26,685			33,847			21,571			12,276

		Pro Forma			Americold Successor			Combined			Americold Successor			Americold Predecessor

		January 1, 2009 to September 30, 2009			January 1, 2009 to September 30, 2009			(Non-GAAP) January 1, 2008 to September 30, 2008			April 1, 2008 to September 30, 2008			January 1, 2008 to March 31, 2008
Net income (loss)		$	15,284		$	(24,555	)	$	(16,323	)	$	(11,671	)	$	(4,652	)
Preferred share dividends			(12	)		(12	)		(63	)		—			(63	)

Net income (loss) attributable to common shares			15,272			(24,567	)		(16,386	)		(11,671	)		(4,715	)

Adjustments:
	Net (gain) loss on sale of depreciable real property		(908	)		—			—			—			—
	Real estate related depreciation and amortization		67,151			48,856			47,565			32,521			15,044

FFO attributable to common shares			81,515			24,289			31,179			20,850			10,329

Adjustments:
	Non real estate depreciation and intangible amortization		39,777			23,269			18,955			12,999			5,956
	Maintenance capital expenditures		(37,625	)		(23,074	)		(17,254	)		(13,041	)		(4,213	)
	Compensation expense for options		385			385			—			—			—
	Amortization of deferred financing costs		919			310			283			75			208
	Amortization of debt discount		1,493			1,493			945			945			—
	Amortization of above market leases		(1,739	)		(1,212	)		(808	)		(808	)		—
	Amortization of below market leases		1,452			987			658			658			—
	Straight line rent		238			238			(111	)		(107	)		(4	)

FAD attributable to common shares		$	86,415		$	26,685		$	33,847		$	21,571		$	12,276

Summary Condensed Historical and Pro Forma Financial Data
(Amounts in thousands, except per share data)

		Pro Forma			Combined			Americold Successor			Americold Predecessor			Americold Predecessor			Americold Predecessor

		Year Ended December 31, 2008			(Non-GAAP) Year Ended December 31, 2008			April 1, 2008 to December 31, 2008			January 1, 2008 to March 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2006
Revenues:
Total Revenues		$	1,790,580		$	869,612		$	653,980		$	215,632		$	847,026		$	778,456
Expenses:
	Cost of operations (excluding items shown below)		1,398,548			668,036			498,362			169,674			664,880			599,535
	Rent		28,457			9,038			6,814			2,224			10,258			9,132
	Depreciation, depletion and amortization		136,048			89,991			68,993			20,998			83,651			73,025
	General and administrative		82,890			49,620			37,992			11,628			43,401			46,678
	Impairment of intangible assets		7,287			—			—			—			—			—
	Impairment of goodwill		206,827			—			—			—			—			—
	Other operating (income), net		(251	)		—			—			—			—			—

Total expenses			1,859,806			816,685			612,161			204,524			802,190			728,370

	Operating (loss) income		(69,226	)		52,927			41,819			11,108			44,836			50,086
	Interest and debt expense		(98,933	)		(65,483	)		(49,361	)		(16,122	)		(65,168	)		(81,890	)
	Interest and other income		(4,668	)		847			572			275			2,607			5,009
	Other (expense) income		(2,824	)		835			827			8			(72	)		1,787
	Foreign exchange (loss)		(28	)		—			—			—			—			—

(Loss) before tax and gain on sale of real estate			(175,679	)		(10,874	)		(6,143	)		(4,731	)		(17,797	)		(25,008	)
Income tax benefit (expense)			8,891			(717	)		(796	)		79			(775	)		(1,835	)

(Loss) before gain on sale of real estate			(166,788	)		(11,591	)		(6,939	)		(4,652	)		(18,572	)		(26,843	)
Gain on sale of real estate			—			—			—			—			1,161			2,098

Net (loss)			(166,788	)		(11,591	)		(6,939	)		(4,652	)		(17,411	)		(24,745	)

Preferred share dividends			126			126			63			63			63			63

Net (loss) attributable to common shares		$	(166,914	)	$	(11,717	)	$	(7,002	)	$	(4,715	)	$	(17,474	)	$	(24,808	)

Per Common Share:
	Net (loss) — Basic				$	(0.30	)	$	(0.18	)	$	(0.12	)	$	(0.44	)	$	(0.62	)
	Net (loss) — Diluted					(0.30	)		(0.18	)		(0.12	)		(0.44	)		(0.62	)
Dividends declared on common shares						23,435			17,435			6,000			12,000			206,000
Dividends declared per common share						0.59			0.44			0.15			0.30			5.15
Weighted average common shares — Basic						39,718			39,624			40,000			40,000			40,000
Weighted average common shares — Diluted						39,718			39,624			40,000			40,000			40,000
Other Data:
	EBITDA(1)	$	59,302		$	144,600		$	112,211		$	32,389		$	132,183		$	132,005
	Adjusted EBITDA(1)	$	273,416		$	144,600		$	112,211		$	32,389		$	132,183		$	132,005
	FFO attributable to common shares(2)		(78,132	)		52,230			41,901			10,329			42,317			28,318
	FFO attributable to common shares, excluding impairment(2)		135,982			52,230			41,901			10,329			42,317			28,318
	FAD attributable to common shares(2)		147,137			61,225			48,949			12,276			46,831			38,743

		Pro Forma			Combined			Americold Successor			Americold Predecessor			Americold Predecessor			Americold Predecessor

		Year Ended December 31, 2008			(Non-GAAP) Year Ended December 31, 2008			April 1, 2008 to December 31, 2008			January 1, 2008 to March 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2006
Net loss		$	(166,788	)	$	(11,591	)	$	(6,939	)	$	(4,652	)	$	(17,411	)	$	(24,745	)
Preferred share dividends			(126	)		(126	)		(63	)		(63	)		(63	)		(63	)

Net loss available to common shareholders			(166,914	)		(11,717	)		(7,002	)		(4,715	)		(17,474	)		(24,808	)
Adjustments:
	Net gain on sale of depreciable real property		(328	)		—			—			—			(1,161	)		(2,098	)
	Real estate related depreciation and amortization		89,110			63,947			48,903			15,044			60,952			55,224

FFO attributable to common shares			(78,132	)		52,230			41,901			10,329			42,317			28,318

Adjustments:
	Impairment of intangible assets		7,287			—			—			—			—			—
	Impairment of goodwill		206,827			—			—			—			—			—

FFO attributable to common shares, excluding impairment			135,982			52,230			41,901			10,329			42,317			28,318

Adjustments:
	Non real estate depreciation and intangible amortization		46,938			26,044			20,088			5,956			22,699			17,801
	Maintenance capital expenditures		(38,070	)		(18,711	)		(14,498	)		(4,213	)		(18,995	)		(14,819	)
	Compensation expense for options		15			15			15			—			—			—
	Amortization of deferred financing costs		697			365			157			208			—			—
	Amortization of debt discount		1,436			1,436			1,436			—			941			7,439
	Amortization of above market leases		(2,685	)		(1,212	)		(1,212	)		—			—			—
	Amortization of below market leases		2,780			987			987			—			—			—
	Straight line rent		44			72			76			(4	)		(131	)		4

FAD attributable to common shares		$	147,137		$	61,225		$	48,950		$	12,276		$	46,831		$	38,743

An investment in our common shares involves significant and diverse risks. Before making an investment in our common shares, you should carefully consider the following risks, as well as all of the other information contained in this prospectus. The risks described below are the material risks we believe we face. Any of these risks could significantly and adversely affect our business, prospects, financial condition, liquidity or results of operations. As a result, the trading price of our common shares could decline and you may lose a part or all of your investment in our common shares. Additional risks not presently known to us or that we consider immaterial may also impair our business. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled "Forward-Looking Statements".

Our investments are concentrated in the temperature-controlled warehouse sector, and our business would be adversely affected by an economic downturn in that sector.

Our investments in real estate assets are concentrated in the industrial real estate sector, specifically in temperature-controlled warehouses. This concentration exposes us to the risk of economic downturns in this sector to a greater extent than if our business activities included a more significant portion of other sectors of the real estate industry. We are also exposed to fluctuations in the markets for the commodities that comprise the products that we store in our warehouses. For example, the demand for poultry and poultry products is a driver of our warehouse tenants' need for temperature-controlled warehouse space. Declines in demand for such products could cause our warehouse tenants to reduce their inventories and thus harm our financial condition and results of operations. For instance, warehouse revenue of our historical company decreased 5% for the nine-month period ended September 30, 2009 compared to the same period in 2008 primarily as a result of warehouse tenants adjusting their inventory levels to adjust to a decrease in their customers' demand. For a comparison of our results of operations during the current fiscal year and preceding years, see "Management's Discussion and Analysis of Financial Condition and Results of Operations".

Actions by our competitors may decrease or prevent increases in the occupancy and storage rates of our properties.

We compete with other owners and operators of temperature-controlled warehouses (including warehouse tenants or potential warehouse tenants of ours who may choose to provide temperature-controlled warehousing in-house), some of which own properties similar to ours in the same geographic areas in which our properties are located. If our competitors build new warehouses that compete with our warehouses or offer rates below current market rates or below the rates we currently charge our warehouse tenants, we may lose potential warehouse tenants, and we may be pressured to reduce our rates below those we currently charge in order to retain warehouse tenants. As a result, our financial condition, results of operations, cash flows, funds available for distribution, trading price of our common shares and ability to satisfy our debt service obligations could be materially adversely affected.

Adverse economic conditions and dislocations in credit markets could negatively affect our returns and profitability.

The global economy has recently experienced unprecedented levels of volatility in the capital markets. Continued concerns about the systemic impact of inflation, the availability and cost of credit, a declining real estate market, energy costs and geopolitical issues have contributed to this volatility. The continuation or intensification of such volatility may lead to additional adverse impacts

on the general availability of credit to businesses and could lead to a further weakening of the U.S. and global economies. These conditions, or similar conditions that may exist in the future, may adversely affect our operating results. Among other potential consequences, the recent economic challenges may result in:

Our operations could be negatively affected to the extent that an economic downturn is prolonged or becomes more severe. For example, we may be required to evaluate our warehouses for impairments or write-downs, which would negatively impact our operating results. It is difficult to determine the breadth and duration of the economic downturn and the many ways in which it may affect our customers and our business in general. Nonetheless, continuation or further worsening of these difficult financial and macroeconomic conditions could have a material adverse effect on our financial condition, results of operations and cash flows.

Governmental authorities or third parties may allege that the formation transactions and our behavior are anticompetitive, and as a result we may have to spend a significant amount of time and expense to respond to any governmental inquiries, the timing of which is uncertain.

Governmental authorities and third parties, including our customers and competitors, may allege that actions taken by us, including the completion of the formation transactions and the agreements executed in connection therewith, or actions that we may take in the future, such as acquisitions, joint ventures and other business arrangements, violate United States federal and state antitrust laws or similar competition laws of other jurisdictions. Such allegations, even if without foundation, could result in governmental inquiries and investigations and/or the initiation of legal proceedings by governmental authorities or private parties, which could entail significant expense and time to defend, diversion of our management's time and attention and negative publicity. The timing of any regulatory and/or governmental inquiries regarding alleged anticompetitive behavior is uncertain. In addition, our failure to prevail in any resulting legal and/or regulatory proceedings could result in substantial judgments and penalties against us and/or requirements to take steps to remedy any violation, including divestitures of some of our warehouses (whether or not the sales price is optimal or if they otherwise meet our strategic objectives to keep in the long-term), which could have a material adverse effect on our financial condition, results of operations and cash flows.

Governmental authorities have not reviewed the formation transactions under the U.S. antitrust laws, and we have determined that no filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is necessary in connection with the formation transactions given the nature of our and Versacold's warehouse businesses and assets. We do not know whether governmental authorities or private parties will inquire into or challenge the transactions in whole or in part, and as a result we cannot rule out that allegations of antitrust violations as described above could result in connection therewith.

Our temperature-controlled warehouses are concentrated in certain geographic areas, some of which are particularly susceptible to adverse local conditions, which could have a disproportionate effect on our financial condition, results of operations and cash flows.

Although we enjoy reasonable geographic diversification by virtue of our ownership or leasehold interests of warehouses across the United States and internationally, many of these warehouses are concentrated in a few geographic areas. For example, after consummation of the formation transactions approximately 49% of our owned or leased warehouses are located in the states of Georgia, Pennsylvania, California, Wisconsin, Texas and Missouri with approximately 11% in Georgia, 9% in Pennsylvania, 9% in California, 7% in Wisconsin, 7% in Texas and 6% in Missouri (in each case, on a cubic-foot basis based on information as of September 30, 2009). Our operating performance could be adversely affected if conditions in any of these markets in which we have a concentration of properties become less favorable. Local conditions or disruptions that could adversely affect our results of operations may include natural disasters, localized oversupply in warehousing space or reductions in demand for warehousing space, among other factors. In addition, adverse weather patterns, including those resulting from global warming trends, may affect local harvests, which could in turn adversely affect some of our warehouse tenants. Adverse economic conditions and/or local disruptions in logistics systems, such as transportation and tracking systems for our warehouse tenants' inventory, in these areas could have a disproportionate effect on our financial condition, results of operations and cash flows.

We depend on certain warehouse tenants for a substantial amount of our pro forma combined warehouse revenues.

We estimate that during the nine-month period ended September 30, 2009, our top ten warehouse tenants and top fifteen warehouse tenants contributed approximately 39% and 51%, respectively, of our pro forma combined warehouse revenues. In addition, 25 of our warehouses are utilized predominantly by a single warehouse tenant. If any of our most significant warehouse tenants were to discontinue or reduce the use of our services, which they are generally free to do at any time, our results of operations would be adversely affected. While we have long-term contracts with certain of our warehouse tenants, most of them do not obligate the warehouse tenant to use our warehouses or meet any minimum contractual obligations. Moreover, the decrease in demand for certain commodities typically produced and/or distributed by our significant warehouse tenants and stored in our temperature-controlled warehouses could lead to lower occupancy rates and adversely affect our financial condition, results of operations and cash flows.

The bankruptcy, insolvency or financial deterioration of our warehouse tenants could adversely affect our financial condition, results of operations and cash flows.

Our warehouse tenants may experience a downturn in their businesses, which may weaken their financial condition and result in their failure to make timely payments or their default under their warehouse agreements. In addition, warehouse tenants may decrease their inventory levels, which may adversely affect our results of operations.

If our warehouse tenants are unable to comply with the terms of their agreements with us, we may be forced to modify the terms of these agreements on terms that are not favorable to us. Alternatively, the failure of a warehouse tenant to perform under a warehouse agreement could require us to seek replacement warehouse tenants. There is no guarantee that we will be able to efficiently find such replacements or operate the excess warehouse space on favorable terms.

Many of our warehouse tenants are facing challenging times in the current economic environment. To the extent any warehouse tenants are highly leveraged, they may have a higher possibility of filing for bankruptcy or insolvency. A bankruptcy filing by or relating to any of our warehouse tenants could prevent us from collecting pre-bankruptcy debts. Such a filing could also

delay our efforts to collect past due amounts. In addition, to the extent that our warehouse tenants have continuing obligations under any warehouse agreement, the bankruptcy court might authorize the warehouse tenant to reject and terminate its warehouse agreement with us, or the bankruptcy trustee might pursue preferential payments made to us prior to a bankruptcy. In such instances, our claim for unpaid charges would likely not be paid in full, even if we have secured warehouseman's liens on our warehouse tenant's assets. Additionally, any such lien may attach to products that are perishable or otherwise not readily saleable by us. Although we have in the past been deemed to have "critical vendor" status in bankruptcy filings, which could permit the debtor to continue observing its obligations to us, there is no guarantee that we will have any such status in the future. The bankruptcy, insolvency or financial deterioration of our warehouse tenants, particularly our significant warehouse tenants, may adversely affect our financial condition, results of operations and cash flows.

Our company and the properties in our portfolio (other than those included in the formation transactions) have been under Yucaipa's sole control since March 31, 2008, when Yucaipa acquired sole ownership of our company. The warehouses to be consolidated into our company in connection with the formation transactions were owned by an entity in which affiliates of Yucaipa acquired a 49% interest in June 2009. These warehouses may have deficiencies or characteristics unknown to us that could affect their valuation or revenue performance. Additionally, if we fail to accurately estimate occupancy levels, operating costs or costs of improvements to bring these warehouses up to the standards established for our intended market position, their performance may fall below expectations. We cannot assure you that the performance of these warehouses will improve or be maintained under our management.

Our company and all of our trustees and executive officers have no experience in operating a publicly traded REIT. We cannot assure you that our past experience will be sufficient to successfully operate our company as a REIT or a publicly traded company, including the requirements to timely meet disclosure requirements and comply with the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). Failure to maintain REIT status would have a material adverse effect on our financial condition, results of operations, cash flow, per share trading price of our common shares and ability to satisfy our debt service obligations.

We will be subject to the requirements of the Sarbanes-Oxley Act, which may be costly and challenging.

Our management will be required to deliver a report that assesses the effectiveness of our internal controls over financial reporting, pursuant to Section 302 of the Sarbanes-Oxley Act, as of December 31 subsequent to the year in which our registration statement becomes effective. Section 404 of the Sarbanes-Oxley Act requires our independent registered public accounting firm to deliver an attestation report on the operating effectiveness of our internal controls over financial reporting in conjunction with their opinion on our audited financial statements as of the same date. Substantial work on our part is required to implement appropriate processes, document the system of internal control over key processes, assess their design, remediate any deficiencies identified and test their operation. This process is expected to be both costly and challenging. We cannot give any assurances that material weaknesses will not be identified in the future in connection with our compliance with the provisions of Sections 302 and 404 of the Sarbanes-Oxley Act. The existence of any material weakness described above would preclude a conclusion by management and our registered independent public accounting firm that we maintained effective internal control over financial reporting. Our management may be required to devote significant time and incur

significant expense to remediate any material weaknesses that may be discovered and may not be able to remediate any material weaknesses in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause shareholders to lose confidence in our reported financial information, all of which could lead to a decline in the trading price of our common shares.

Our historical company has implemented procedures to enable us to operate in compliance with the foregoing requirements of the Sarbanes-Oxley Act. However, we will not be in current compliance with such requirements at the time that this offering is completed because the operations of the warehouses we are acquiring from Versacold are not currently conducted in accordance with such procedures. We intend to bring all such operations into compliance with the Sarbanes-Oxley Act within one year following the completion of this offering in accordance with applicable law, but there can be no assurance that such compliance will be achieved or maintained.

We can provide no assurance that we will be able to adapt our portfolio management, administrative, accounting, information technology and operational systems to support any growth we may experience. Our failure to oversee our current portfolio of properties or any future acquisitions or developments could have a material adverse effect on our results of operations and financial condition.

Competition in the markets in which we operate may increase over time if our competitors open new warehouses.

Over the past two years, we estimate that our competitors, including Millard Refrigerated Services, Preferred Freezer Services, LLC and United States Cold Storage, Inc., have added, through construction and development, temperature-controlled warehouses in the markets in which we operate. As our warehouses age and newer warehouses come onto the market, we may lose warehouse tenants or be forced to invest in new construction and/or renovation of existing warehouses in order to remain competitive. Increased capital expenditures or the loss of warehouse tenant revenue could harm our financial strength and results of operations.

The funds available for distribution to shareholders may not be sufficient to pay dividends at expected levels, nor can we assure you of our ability to make distributions in the future. We may use borrowed funds to make distributions.

All distributions will be made at the discretion of our board of trustees and will depend on the factors noted above and those factors that our board of trustees may deem relevant from time to time. We may not be able to make distributions in the future. In addition, some of our distributions may include a return of capital. To the extent that we decide to make distributions in excess of our

current and accumulated earnings and profits, such distributions would generally be considered a return of capital for United States federal income tax purposes to the extent of the holder's adjusted tax basis in its shares. A return of capital is not taxable, but it has the effect of reducing the holder's adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder's shares, they will be treated as gain from the sale or exchange of such shares. See "United States Federal Income Tax Considerations — Taxation of Taxable U.S. Shareholders" and "United States Federal Income Tax Considerations — Taxation of Non-U.S. Shareholders". If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and funds available for distribution from what they otherwise would have been.

Your investment in us may be subject to additional risks with respect to our current and planned international investments.

The formation transactions will result in an expansion of our operations into select international markets. This investment could be affected by factors peculiar to the laws and business practices of the jurisdictions in which our properties are located. These laws may expose us to risks that are different from and in addition to those commonly found in the United States. Our foreign investments could be subject to the following risks:

Generally, the revenues associated with our non-United States warehouses are generated in local currency of each of the countries in which they are located. Fluctuations in exchange rates between these currencies and the U.S. dollar will therefore give rise to foreign currency exposure

which could have a material adverse effect on our financial position. We may attempt to mitigate any such effects by entering into foreign exchange hedging arrangements with respect to the Australian dollar, New Zealand dollar, Argentine peso, Canadian dollar, Chinese renminbi and other units of foreign currency expected to be converted to U.S. dollars where it is practical do so and where such hedging arrangements are available, but such hedging arrangements may bear substantial costs and may not eliminate all related risks. We cannot assure you, however, that our efforts will successfully mitigate all international currency risks.

Our operations in Argentina are subject to governmental oversight, including currency controls.

Following the collapse of the Argentine peso in 2001, the national government of Argentina instituted currency controls to restrict the movement of currency from Argentina to foreign countries. We are required to obtain the consent of the Argentinean central bank prior to repatriating earnings from Argentina. There can be no assurance that we will obtain such consent or that the time delays associated with obtaining such consent will not adversely affect our ability to distribute available distributable cash to shareholders. Although the Argentine economy appears to have stabilized since 2001, there can be no assurance that it will recover to pre-2000 levels or that additional economic and political unrest will not adversely affect our operations in Argentina.

If the opportunity arises, we may develop or acquire properties in new and high-growth markets. Each of the risks applicable to our ability to develop or acquire and successfully integrate and operate properties in our current markets are also applicable to our ability to develop and acquire and successfully integrate and operate warehouses in new and high-growth markets. When we acquire warehouses located in these markets, we may face risks associated with a lack of understanding of the local economy and unfamiliarity with local government and permitting procedures. In addition to these risks, we will not possess the same level of familiarity with the dynamics and market conditions of any new markets that we may enter, which could adversely affect our ability to expand into those markets. We may be unable to build a significant market share or achieve a desired return on our investments in new or high-growth markets. If we are unsuccessful in expanding into new or high-growth markets, it could adversely affect our financial conditions, results of operations and cash flows.

We depend on key personnel and specialty personnel, and a deterioration of employee relations could harm our business.

Our success, following this offering, depends to a significant degree upon the continued contributions of certain key personnel including, but not limited to, H. Brent Sugden, Jozef Opdeweegh and Ronald Hutchison, each of whom would be difficult to replace. If any of our key personnel were to cease employment with us, our operating results could suffer. Our ability to retain our management group or to attract suitable replacements should any members of the management group leave is dependent on the competitive nature of the employment market. The loss of services from key members of the management group or a limitation in their availability could adversely impact our financial condition and cash flow. Further, such a loss could be negatively perceived in the capital markets. We have not obtained and do not expect to obtain key man life insurance on any of our key personnel.

We also believe that, as we expand, including expansion into international markets, our future success will depend, in large part, upon our ability to hire and retain highly skilled managerial, investment, financing, operational and marketing personnel. The customer service, marketing skills and knowledge of local market demand and competitive dynamics of our employees are contributing factors to our ability to maximize our income and to achieve the highest sustainable

storage levels at each of our warehouses. We cannot assure you that we will be successful in attracting and retaining such skilled personnel. In addition, our temperature-controlled warehouse business depends to an important degree on the continued availability of skilled personnel with engineering expertise and experience. Competition for such personnel is intense, and we can give no assurance that we will be able to hire and retain such personnel.

Competitive pressures may also require that we enhance our pay and benefits package to compete effectively for such personnel. If we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed.

We may be subject to work stoppages, which could increase our operating costs and disrupt our operations.

Certain portions of our operations are subject to collective bargaining agreements. Strikes, lockouts or other industrial disputes could restrict our ability to service our warehouse tenants, consequently affecting our revenues. As of September 30, 2009, approximately half of our workforce (including personnel employed at the warehouses being consolidated into our company in connection with the formation transactions) was represented by various local labor unions. Four collective bargaining agreements are currently being renegotiated, and 16 other collective bargaining agreements were renegotiated in 2009. We are also currently negotiating the termination of one collective bargaining agreement, and expect to negotiate the termination of a second collective bargaining agreement in 2010, in connection with the closure of two of our warehouses. Twelve collective bargaining agreements, out of a total of 66 collective bargaining agreements company-wide, to which we are a party will come due for renegotiation in 2010. If our unionized employees were to engage in a strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations and an increase in our operating costs, which could have a material adverse effect on us. In addition, if a greater percentage of our work force becomes unionized, our business and financial results could be materially adversely affected.

Energy is a major operating cost for temperature-controlled warehouses and the price of energy power varies substantially between the markets in which we operate, depending on the energy source and supply and demand factors. For the nine months ended September 30, 2009, energy costs in our warehouse segment amounted to approximately 8% of pro forma combined warehouse revenues. We have implemented programs across our network of warehouses to reduce overall consumption and to reduce consumption at peak demand periods, when energy prices are typically highest.

We have entered into, or may in the future enter into, fixed price power purchase agreements in certain deregulated markets whereby we contract for the right to purchase an amount of electric capacity at a fixed rate per kilowatt. These contracts do not obligate us to purchase any minimum amounts but would require negotiation if our capacity requirements materially differ from historical usage or exceed the thresholds agreed upon. For example, exceeding these thresholds could have an impact on our incremental power purchase costs if we were to be unable to obtain favorable rates on the incremental purchases.

We generally review and adjust pricing based on inflationary cost increases and business profile changes that materially affect our cost structures. For those customers with price increase mechanisms in their contracts that are tied to the Producer Price Index ("PPI") or related indices, we have the ability to recover cost increases which are incorporated in the indices, such as wage increases and increases in energy, property taxes and other costs. Additionally, in certain regions, for customers where contracts do not explicitly address energy costs, we utilize a power surcharge accessorial to recover energy cost increases above a set level. However, if the cost of electric power to operate our warehouses increases dramatically or fluctuates widely and/or we are no longer able to pass such costs through to warehouse tenants, our financial position and results of operations could be adversely affected.

We may be required to purchase or sell certain warehouses on disadvantageous terms.

Certain contracts, including leases, service contracts and purchase agreements, between us and our warehouse tenants, landlords, former owners and others contain purchase options that enable such other parties to purchase certain of our properties from us at pre-determined prices. If these pre-determined prices are below the current market prices for such properties, then we may not realize the full value for those properties upon exercise of the options. Similarly, we are also a party to certain agreements that contain rights of first refusal, which could allow other parties to preempt a sale of certain of our properties. Such rights might adversely affect or restrict our ability to sell and/or realize the full fair market value of some of our properties.

In addition, the existence of such purchase options and rights of first refusal may impair the value of the warehouses affected by such options and rights and may reduce our ability to use the applicable warehouses as collateral for financing activities.

We are also party to certain agreements whereby we may be required to purchase certain warehouses at pre-determined prices. If these put rights are exercised and the prices we are required to pay are greater than the current market prices, then we may experience losses as a result of such transactions.

If we default on lease obligations, our business could be adversely affected.

Upon consummation of the formation transactions, we will hold leasehold interests in 36 of our warehouses. In addition, four of our owned warehouses are subject to ground leases. If we default on these leases, we may be liable for damages and could lose our leasehold interest in the property or our options to acquire the fee interest in such properties.

Our performance and value are subject to general economic conditions and risks associated with our temperature-controlled warehouses.

Our performance and value depends on the amount of revenue earned, as well as the expenses incurred in connection with our warehouses. If our temperature-controlled warehouses do not generate revenue sufficient to meet operating expenses, including debt service and capital expenditures, then our results of operations, financial condition and ability to pay distributions to our shareholders could be adversely affected. In addition, there are significant expenditures associated with our real estate (such as mortgage payments, real estate taxes and maintenance costs) that generally do not decline when circumstances reduce the revenue from the warehouses. In other words, our expenditures may stay constant, or increase, even as our revenues decline. The real estate market is affected by many factors that are beyond our control, and revenues from, and the value of, our properties may be adversely affected by:

In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or public perception that any of these events may occur, would result in a general decrease in rates or an increased occurrence of defaults under existing contracts, which would adversely affect our financial condition and results of operations. For these and other reasons, we cannot assure you that we will be profitable or that we will realize growth in the value of our real estate properties.

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our business and properties and harm our financial condition.

Real estate investments are relatively illiquid. Return of capital and realization of gains, if any, tends to occur upon the disposition or refinancing of the underlying property. As a result, we may be unable to complete an exit strategy or quickly sell properties in our portfolio in response to adverse changes in the performance of our properties or in our business generally. We cannot predict whether we will be able to sell any property for the price or on the terms set by us or whether any price or other terms offered by a prospective buyer would be acceptable to us. Neither can we predict the length of time it would take to complete the sale of any such property. Such sales might also require us to expend funds to mitigate or correct defects to the property or make improvements to the property prior to its sale. These and other facts that would impede our ability to respond to adverse changes in the performance of our properties may have an adverse effect on our business, financial condition, and results of operations.

Code requirements relating to our status as a REIT may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and, as a result, could adversely affect our financial condition, results of operations and cash flow, the market price of our common shares, the ability to pay cash dividends to our shareholders, and our ability to access capital necessary to meet our debt payments and other obligations.

Uninsured or underinsured losses relating to real property may adversely affect your returns.

We carry insurance coverage on all of our properties in an amount that we believe adequately covers any potential casualty losses. However, there are certain losses, including losses from floods, earthquakes, acts of war, acts of terrorism or riots, that are not generally insured against or

that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. In addition, changes in the cost or availability of insurance could expose us to uninsured casualty losses. In the event that any of our properties incurs a casualty loss that is not fully covered by insurance, the value of our assets will be reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested and potential revenues in these properties. Any such losses could adversely affect our financial condition, results of operations, cash flow and ability to pay distributions on, and the market price of, our common shares. In addition, we may have no source of funding to repair or reconstruct the damaged property, and we cannot assure you that any such sources of funding will be available to us for such purposes in the future.

In the event of a fire, flood or other occurrence involving the loss of or damage to stored products held by us but belonging to others, we may be liable for such loss or damage. Although we have a reasonably comprehensive insurance program in effect, there can be no absolute assurance that such potential liability will not exceed the applicable coverage limits under our insurance policies. A number of our properties are located in areas that are known to be subject to earthquake activity, such as our properties in California, Washington and Oregon, exposing them to increased risk of casualty. A number of our properties are located in areas that are known to be in flood zones, such as Appleton, Wisconsin and Roanoke, Virginia, exposing them to increased risk of casualty.

If we or one or more of our warehouse tenants experiences a loss for which we are liable and that loss is uninsured or exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.

We are self-insured for workers compensation and health insurance, and we maintain excess loss coverage to insure against losses in excess of the reserves that we have established for these claims in amounts that we consider appropriate. However, if our loss experience exceeds our reserves and the limits of our excess loss policies, there could be material adverse effects on our financial condition and results of operations.

We may be unable to identify and complete acquisitions, and if we do, we may be unable to successfully operate acquired properties or acquired properties might include unknown liabilities.

On a strategic and selective basis, we continually evaluate the market of available properties and acquire additional real estate when opportunities exist. We cannot control the existence of such opportunities. When they do exist, our ability to acquire properties on favorable terms and successfully operate them may be exposed to the significant risks, including competition from investors (including publicly traded REITs and institutional investment funds) with significant capital, and the potential increase in purchase price resulting from such competition, as well as the risk that such acquisitions fail to close or yield the anticipated benefits. This competition increases as investments in real estate become increasingly attractive relative to other forms of investment. As a result of competition, we may be unable to acquire additional properties as we desire or the purchase price may be significantly elevated. If acquired, we then might be unable to quickly and efficiently integrate such new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations. In addition, acquired properties may be subject to reassessment, which could result in increased tax payments. Market conditions might not result in anticipated occupancy rates, and acquisitions might include known and unknown liabilities (including, for example, environmental liabilities, tax liabilities, indemnification and liabilities incurred in the ordinary course),

with respect to which we may not have full or any recourse. Any of the above risks could adversely affect our financial condition, results of operations and cash flow.

We could incur significant costs related to environmental conditions and liabilities.

Our operations are subject to a wide range of environmental laws and regulations in each of the locations in which we operate and compliance with these requirements involves significant capital and operating costs. Failure to comply with these environmental requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits or restrictions on our operations. Future changes in environmental laws, or in the interpretation of those laws, including potential future climate change regulations or stricter requirements affecting our operations could result in increased capital and operating costs, which could materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution to our shareholders.

Under various United States federal, state and local environmental laws, a current or previous owner or operator of real property may be liable for the entire cost of investigating, removing and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost.

The presence of hazardous or toxic substances on our properties, or the failure to properly remediate contaminated properties, could give rise to liens in favor of the government for failure to address the contamination, or otherwise adversely affect our ability to sell or lease properties or borrow using our properties as collateral. Environmental laws also may impose restrictions on the manner in which property may be used or our businesses may be operated.

Under environmental laws a property owner or operator is subject to compliance obligations, potential government sanctions for violations or natural resource damages, claims from private parties for cleanup contribution or other environmental damages and investigation and remediation costs. In connection with the acquisition, ownership or operation of our properties, we may be exposed to such costs. The cost of resolving environmental, property damage or personal injury claims, of compliance with environmental regulatory requirements, of paying fines, or meeting new or stricter environmental requirements or of remediating contaminated properties could materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution to our shareholders.

Nearly all of our properties have been the subject of environmental assessments conducted by environmental consultants at some point in the past. However, many of these assessments are not current and most have not been updated for purposes of this offering. Most of these assessments have not included soil sampling or subsurface investigations. Many of our older properties have not had asbestos surveys. In many instances we have not conducted further investigations of environmental conditions disclosed in these environmental assessments nor can we be assured that these environmental assessments have identified all potential environmental liabilities associated with our properties. Material environmental conditions, liabilities or compliance concerns may arise after the date of the environmental assessments on our properties. Moreover, there can be no assurance that (i) future laws, ordinances or regulations will not impose new material environmental obligations and/or costs, including the potential effects of climate change or new climate change regulations, (ii) we will not incur material liabilities in connection with both known and undiscovered environmental conditions arising out of past activities on our properties or (iii) our properties will not be adversely affected by the operations of warehouse tenants, by environmental

impacts or operations on neighboring properties (such as releases from underground storage tanks), or by the actions of parties unrelated to us.

We could incur significant costs under environmental laws relating to the presence and management of asbestos, ammonia and underground storage tanks.

Environmental laws in the United States require that owners or operators of buildings containing asbestos properly manage the asbestos, adequately inform or train those who may come into contact with the asbestos and undertake special precautions, including removal or other abatement, in the event that asbestos is damaged, is decayed, poses a health risk or is disturbed during building renovation or demolition. These laws impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos and other toxic or hazardous substances. Some of our properties may contain asbestos or asbestos-containing building materials.

Most of our warehouses use ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the U.S. Environmental Protection Agency ("EPA") and an accident or significant release of ammonia from one of our properties could result in injuries, loss of life and property damage. Releases of ammonia occur at our warehouses from time to time. Although our warehouses have EPA-required Risk Management Programs in place, we could incur significant liability in the event of a significant unanticipated release of ammonia from one of our refrigeration systems. Environmental laws and regulations subject us and our warehouse tenants to liability in connection with the storage, handling and use of ammonia and other hazardous substances utilized in our operations. Our warehouses also may have under-floor heating systems some of which now or in the past have utilized ethylene glycol, petroleum compounds, or other hazardous substances; releases from these systems pose a risk of soil and groundwater impacts.

In addition, some of our properties have been operated for decades and have known or potential environmental impacts. Many of our properties contain, or may in the past have contained, features that pose environmental risks including underground tanks for the storage of petroleum products and other hazardous substances as well as floor drains and wastewater collection and discharge systems, hazardous materials storage areas and septic systems. All of these features create a potential for the release of petroleum products or other hazardous substances. Some of our properties are adjacent to or near properties that have known environmental impacts or have in the past stored or handled petroleum products or other hazardous substances that could have resulted in environmental impacts to soils or groundwater that could affect our properties. In addition, former owners, our warehouse tenants, or third parties outside our control (such as independent transporters) have engaged, or may in the future engage, in activities that may release petroleum products or other hazardous substances on our properties. Any of these activities or circumstances could materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution to our shareholders.

Our insurance coverage may be insufficient to cover potential environmental liabilities.

We maintain a portfolio environmental insurance policy that provides coverage for sudden and accidental environmental liabilities, subject to the policy's coverage conditions, deductibles and limits, for most of our properties. There is no assurance that future environmental claims will be covered under these policies or that, if covered, that the loss will not exceed policy limits. From time to time, we may acquire properties, or interests in properties, with known adverse environmental conditions where we believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield a superior risk-adjusted return. In such an instance, we factor the estimated costs of environmental investigation, clean-up and monitoring

into the net cost. Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties. A failure to accurately estimate these costs, or uninsured environmental liabilities, could materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution to our shareholders.

Our properties may contain or develop harmful molds or have other air quality issues, which could lead to financial liability for adverse health effects to our employees or third parties, and costs of remediating the problem.

Our properties may contain or develop harmful molds or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediating the problem. When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, poor equipment maintenance, chemical contamination from indoor or outdoor sources and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants present above certain levels can cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property, to reduce indoor moisture levels, or upgrade ventilation systems to improve indoor air quality. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our employees, our warehouse tenants, employees of our warehouse tenants and others if property damage or health concerns arise.

Costs of complying with governmental laws and regulations may adversely affect our warehouse tenants and affect our income and the funds available for any distributions.

The food industry in all jurisdictions in which we operate is subject to numerous government standards and regulations. While we believe that we are currently in compliance with all applicable government standards and regulations, there can be no absolute assurance that all of our warehouses or our warehouse tenants' operations will be able to continue to comply with all applicable standards and regulations or that the costs of compliance will not increase in the future.

All real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. Our warehouse tenants' ability to operate and to generate income to pay their contract obligations may be affected by permitting and compliance obligations arising under such laws and regulations. Some of these laws and regulations could increase their operating costs, result in fines or impose joint and several liability on warehouse tenants, owners or operators for the costs to investigate or remediate contamination, regardless of fault or whether the acts causing the contamination were legal.

Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards in the future. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require that we or our warehouse tenants incur material expenditures. In addition, there are various local, state and federal fire, health, life-safety and similar regulations with which we and our warehouse tenants may be required to comply and which may subject us and our warehouse tenants to liability in the form of fines or damages for noncompliance. Any material expenditures, fines or damages imposed on our warehouse tenants or us could indirectly or directly reduce our ability to make distributions and may reduce the value of your investment. In addition, changes in these laws and governmental regulations, or their interpretation by agencies and courts, could occur.

The Americans with Disabilities Act ("ADA") generally requires that public buildings, including portions of our warehouses, be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants. If, under the ADA, we are required to make substantial alterations and capital expenditures in one or more of our warehouses, including the removal of access barriers, it could adversely affect our financial condition and results of operations, as well as the amount of funds available for distribution to our shareholders.

Our properties are subject to regulation under the Occupational Safety and Health Act ("OSHA"), which requires employers to protect employees against many workplace hazards, such as exposure to harmful levels of toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by other jurisdictions in which we operate is substantial and any failure to comply with these regulations could expose us to substantial penalties and potentially to liabilities to employees who may be injured at our warehouses. Furthermore, any fines or violations that we face under OSHA could expose us to reputational risk.

We face ongoing litigation risks which could result in material harm to our business.

We are a large company operating in multiple domestic and international jurisdictions, with thousands of employees and business counterparts. As such, there is an ongoing risk that we may become involved in disputes and/or litigation with these parties or others, and our liabilities in connection therewith could be substantial. Although we believe we have made adequate provisions in our financial statements for all current and threatened legal disputes, the costs and liabilities with respect to such legal disputes may be in excess of our amounts accrued for such liabilities and costs, which excess liabilities or costs could materially impact our financial condition, results of operations and cash flows. In addition, our defense of legal disputes or resulting litigation could result in significant expense to us and the diversion of our management's time and attention from the operation of our business, each of which could impede our ability to achieve our business objectives. Some or all of the amounts we may be required to pay to defend or to satisfy a judgment or settlement of any or all of our disputes and litigation may not be covered by insurance.

We might engage in development and redevelopment activities with respect to certain of our properties. This could bring certain unique risks, including the availability of financing on favorable terms and conditions, the availability and timely receipt of zoning and regulatory approvals, and the cost and timely completion within budget of construction. These risks could create delays and unplanned expenses and, in certain circumstances, prevent completion of development or redevelopment altogether, which would have an adverse effect on our financial condition and results of operations.

Our operating results and financial condition could be adversely affected if we are unable to make required payments on our debt.

Upon completion of this offering and consummation of the formation transactions, we expect to have total consolidated indebtedness of approximately $ billion. This indebtedness consists primarily of $1.05 billion of indebtedness under several mortgage loan agreements (the "mortgage loan agreements"), as well as indebtedness under our Wells Fargo credit facility and the senior secured notes. See "Capitalization". We are subject to risks normally associated with debt

financing, including the risk that our cash flows will be insufficient to meet required payments of principal and interest.

Payments of principal and interest on indebtedness may leave us with insufficient cash resources to operate our properties or to pay the distributions currently contemplated or necessary to maintain our REIT qualification. Our substantial outstanding indebtedness could have significant other adverse consequences, including the following:

If any one of these events were to occur, our financial condition, results of operations, cash flows, per share trading price of our common shares and our ability to satisfy our debt service obligations and to pay dividends to you could be adversely affected. In addition, any foreclosure on our properties could create taxable income without accompanying cash proceeds, which could adversely affect our ability to meet the REIT distribution requirements imposed by the Code.

Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make distributions.

We have incurred and may continue to incur variable rate debt where increases in interest rates could raise our interest costs, reduce our cash flows and reduce our ability to make distributions to our shareholders. If we are unable to refinance our indebtedness at maturity or meet our payment obligations, the amount of our distributable cash flows and our financial condition would be adversely affected, and we may lose the property securing such indebtedness. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments in properties at times which may not permit realization of the maximum return on such investments.

If our subsidiaries that are borrowers under their mortgages fail to maintain certain cash flow minimums and/or a debt service coverage ratio, the cash generated by those subsidiaries will be restricted and unavailable for us to use, including use by us for discretionary spending and/or distributions to our shareholders (a "cash trap event"). The required cash flow minimums vary from pool to pool of the mortgages. If several of the pools were to fail to maintain the applicable

minimums and/or ratio, our ability to make capital expenditures and distributions of cash to our shareholders would be materially limited. A cash trap event is currently in effect with respect to one of these pools secured by four of our warehouses. Approximately $3.4 million of our subsidiaries' cash was restricted as a result of this cash trap event as of September 30, 2009 and this amount as well as additional cash may be restricted for an indefinite period of time.

Covenants in our loan agreements could limit our flexibility and adversely affect our financial condition.

The terms of certain of our debt instruments require us to comply with a number of financial covenants, as well as operational covenants, such as covenants with respect to interest coverage ratios, incurrence of indebtedness, disposition of assets and other matters. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we have satisfied our payment obligations. If our properties were foreclosed upon, or if we are unable to refinance our indebtedness at maturity or meet our payment obligations, the amount of our distributable cash flow and our financial condition would be adversely affected.

A total of 50 of our warehouses are financed under mortgage loans grouped into five pools. Certain covenants in the mortgage loan agreements place limits on our use of the cash flows associated with each pool, and place other restrictions on our use of the assets included within each pool. In addition, as a holder of equity interests in the borrowers under each of the pools, our claim to the assets contained in each pool would be subordinate to the claims of the holders of the indebtedness under each mortgage loan.

In order to qualify as a REIT, we are required each year to distribute to our shareholders at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and by excluding capital gains), and we are subject to tax to the extent our income is not fully distributed. See "United States Federal Income Tax Considerations — Taxation of Our Company — Annual Distribution Requirements". Consequently, we may not be able to fund all future capital needs, including acquisition and development activities, from cash retained from operations and may have to rely on third-party sources of capital. Further, in order to maintain our REIT status and avoid the payment of income and excise taxes, we may need to borrow funds on a short-term basis to meet the REIT distribution requirements even if the then-prevailing market conditions are not favorable for these borrowings. These short-term borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for United States federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. Our ability to access debt and equity capital on favorable terms or at all is dependent upon numerous factors, including the market value of our real estate assets and general conditions in the debt capital markets.

The consideration paid by us for the properties and other rights being contributed to us as part of the formation transactions may not reflect the fair market value of such assets.

The amount of consideration we will pay for the temperature-controlled warehouses included in the formation transactions is based on management's estimate of fair market value and general market conditions for such properties. The amount of consideration we will pay was not determined as a result of arm's-length negotiations. In addition, Yucaipa, which has had a significant influence in the structuring of the formation transactions, is (through its affiliated funds) the owner of 49% of

Versacold, the company from which such properties are being acquired. As a result of the formation transactions, Versacold will receive substantial economic benefits in the form of repayment of debt.

Failure to successfully complete the formation transactions or integrate the Versacold warehouses could harm our business and prevent us from achieving our strategic goals.

We intend to complete the formation transactions because we believe they present the opportunity to combine a complementary business on favorable terms. And as part of our long-term strategy, we intend to pursue similar transactions and acquisitions where they are economically and strategically justified. There can be no assurances that we will succeed in effectively managing the integration of the warehouses included in the formation transactions or any other businesses which we might acquire, including the integration of systems and technology. If the expected synergies from the formation transactions or any similar future transactions do not materialize, or we fail to successfully integrate such new businesses into our existing operations, results of our operations could be adversely affected.

We are assuming liabilities in connection with the formation transactions, including potential unknown liabilities.

As part of the formation transactions, certain assets subject to existing liabilities will be consolidated into our company. Some of these liabilities may be unknown at the time this offering is consummated. Unknown liabilities might include liabilities for investigation or remediation of undisclosed environmental conditions, claims of warehouse tenants, employees, vendors or other persons dealing with the entities prior to this offering (including those that had not been asserted or threatened prior to this offering), tax liabilities, and accrued but unpaid liabilities incurred in the ordinary course of business. Our recourse, if any, with respect to such liabilities may be limited. Any unknown liabilities which we assume in connection with the formation transactions could harm our financial condition.

We are controlled by a group of investment partnerships under common control whose interests may materially conflict with yours.

We are controlled by a group of five private equity funds ultimately controlled by affiliates of Yucaipa. After this offering, Yucaipa will own % of our common shares. Accordingly, Yucaipa exercises a controlling influence over the composition of our board of trustees as well as our business and affairs. We anticipate this arrangement to continue for the foreseeable future. The interests of Yucaipa and the funds and other companies, including Versacold, that it manages or controls may materially conflict with the interests of other shareholders. For as long as Yucaipa exerts a controlling influence over our business and affairs, Yucaipa will have the ability to cause us to take actions which may be beneficial to Yucaipa but adverse to the interests of other shareholders or inconsistent with other shareholders' investment objectives.

We may compete with Versacold, an entity in which our controlling shareholders hold a substantial interest which may increase to 100% shortly after the consummation of the formation transactions.

After the completion of the formation transactions, Versacold will, subject to the non-competition and services agreement, be a potential competitor of ours in certain markets in which we operate and may in the future enter the markets in which our warehouses are located or markets that we are targeting for expansion. Versacold is currently 49% owned by certain private equity funds ultimately controlled by Yucaipa. These Versacold shareholders controlled by Yucaipa

also hold an option to acquire the remaining 51% of the capital stock of Versacold and may exercise that option shortly after the consummation of the formation transactions.

In connection with the formation transactions, we are entering into a non-competition and services agreement with Versacold pursuant to which (a) we and Versacold will provide each other with transitional services, including services relating to financial and accounting matters for up to three years, (b) Versacold and our company will cooperate to provide warehouse space and related logistics and other services on a preferred basis to the two companies' warehouse tenants and customers worldwide, (c) for so long as Yucaipa controls both Versacold and our company, Versacold will not pursue any temperature-controlled warehouse activities outside of Canada, and for so long as Yucaipa controls Versacold (or, prior to the exercise of Yucaipa's option to acquire Versacold stock, owns at least 49% of the common stock of Versacold), our company will not pursue any new temperature-controlled warehouse activities in Canada, and (d) our company and Versacold may share certain administrative and operational services and functions, such as information technology, human resources, engineering, process improvement resources, group insurance, equipment purchasing and payroll. Notwithstanding the existence of the non-competition and services agreement, for as long as Yucaipa exerts a controlling influence over the business and affairs of our company and to the extent that Yucaipa exerts a controlling influence over the business and affairs of Versacold, Yucaipa will have the ability to cause our company or Versacold to take actions that may be adverse to the interests of our other shareholders, including, without limitation, with respect to the acquisition and disposition of properties and other assets and the exploitation of business opportunities.

Further, after the time that Yucaipa no longer controls our company, Versacold, even if it continues to be controlled by Yucaipa, will be permitted to compete with us in any market in which we operate.

Upon expiration of the non-competition and services agreement with Versacold, we may not be able to obtain equally favorable terms from unaffiliated service providers.

As a part of the formation transactions, we will enter into a non-competition and services agreement with Versacold, pursuant to which we will receive certain transition services. This agreement is described in detail in "Certain Relationships and Related Transactions". We have contracted with Versacold to provide these services, however, for only a limited period of time, which we expect to be three years following the consummation of the formation transactions. After this period, we expect to have developed the internal resources needed to provide these services ourselves. If our internal resources prove insufficient or have not been fully developed, we will need to obtain these services from unaffiliated third parties, which may be on terms more or less favorable than those we have negotiated with Versacold, or we will need to renegotiate and renew the terms of the services that Versacold was providing to us.

While we believe the terms of the non-competition and services agreement are commercially reasonable, the terms of these arrangements may later prove to be more or less favorable than any arrangements we may make to provide these services internally or to obtain them from unaffiliated service providers in the future. We cannot assure you that when these agreements expire we will be able to provide these services ourselves or obtain them from other sources on comparable terms. As a result, we may need to incur substantial additional costs in order to provide or obtain replacement services after this agreement expires, and we may not be able to operate as effectively if the quality of the replacement services is inferior.

We may in the future make investments in, enter into co-investment or joint venture arrangements with, or otherwise collaborate with and invest in other firms or entities, which may include our affiliates, including Yucaipa. Such activities could create conflicts of interest which could cause our company to take actions that are not in the best interests of all shareholders.

We have fiduciary duties as general partner to our operating partnership which may result in conflicts of interests in representing your interests as shareholders of our company.

Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our trustees and officers have duties to our company under applicable Maryland law in connection with their management of our company. At the same time, we have fiduciary duties, as a general partner, to our operating partnership and to the limited partners under Delaware law in connection with the management of our operating partnership. Our duties as a general partner to our operating partnership and its partners may come into conflict with the duties of our trustees and officers to our company.

Provisions of Maryland law may limit the ability of a third party to acquire control of our company.

Under the MGCL, as applicable to REITs, certain "business combinations" (including certain issuances of equity securities) between a Maryland REIT and any person who beneficially owns ten percent or more of the voting power of the trust's shares (an "interested shareholder") or an affiliate thereof are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. Thereafter, any such business combination must be approved by two super-majority shareholder votes unless, among other conditions, the trust's common shareholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for its common shares. Yucaipa beneficially owns more than 10% of our voting shares and would, therefore, be subject to the business combination provisions of the MGCL. However, pursuant to the statute, we have exempted any business combination involving Yucaipa and its affiliates and, consequently, the five-year prohibition and the super-majority vote requirements described above will not apply to a business combination between any of them and our company. As a result, Yucaipa and its affiliates may be able to enter into business combinations with us, which may not be in the best interests of the shareholders, without compliance by us with the super-majority vote requirements and other provisions of the MGCL.

Our board of trustees has overall authority to oversee our operations and determine our major corporate policies. This authority includes significant flexibility to take certain actions without shareholder approval. For example, our board of trustees can do the following without shareholder approval:

Any of these actions could increase our operating expenses, impact our ability to make distributions or reduce the value of our assets without giving you, as a shareholder, the right to vote.

The REIT ownership limit rules and the related restrictions on ownership and transfer contained in our declaration of trust have an anti-takeover effect.

In order for us to maintain our qualification as a REIT under the Code, not more than 50% in value of our outstanding shares of beneficial interest may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year (other than the first taxable year for which the election to be treated as a REIT was made). See "United States Federal Income Tax Considerations — Taxation of Our Company — Organizational Requirements".

To ensure that we will not fail to qualify as a REIT under this and other tests under the Code, the declaration of trust, subject to certain exceptions, authorizes our board of trustees to take such actions as are necessary and desirable to preserve our qualification as a REIT and to limit any person, other than Yucaipa and its affiliates and any excepted holder approved in accordance with our declaration of trust, to direct or indirect ownership of no more than 9.8% (the "Aggregate Share Ownership Limit") in value of the aggregate of our outstanding shares of beneficial interest and no more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate number of the outstanding common shares (the "Common Share Ownership Limit", and, together with the Aggregate Share Ownership Limit, the "Ownership Limits"). Pursuant to our declaration of trust, Yucaipa and its affiliates are excepted holders and may own up to % of our aggregate outstanding shares and % of our outstanding common shares. Our board of trustees, in its sole discretion, may exempt a person from the Ownership Limits. However, the board may not grant an exemption from the Ownership Limits if such exemption would result in the termination of our status as a REIT.

Our rights and the rights of our shareholders to take action against our trustees and officers are limited.

Our declaration of trust eliminates our trustees' and officers' liability to us and our shareholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment and which is material to the cause of action. Our declaration of trust permits, and our bylaws require, us to indemnify our trustees and officers to the maximum extent permitted by Maryland law for liability actually incurred in connection with any proceeding to which they may be made, or threatened to be made, a party, except to the extent that the act or omission of the trustee or officer was material to the matter giving rise to the proceeding and was either committed in bad faith or was the result of active and deliberate dishonesty, the trustee or officer actually received an improper personal benefit in money, property or services, or, in the case of any criminal

proceeding, the trustee or officer had reasonable cause to believe that the act or omission was unlawful. As a result, we and our shareholders may have more limited rights against our trustees and officers than might otherwise exist under common law. In addition, we may be obligated to fund the defense costs incurred by our trustees and officers.

To qualify as a REIT, we must satisfy certain requirements concerning the nature of our assets and income, which may restrict our ability to invest in various types of assets. Without limiting the generality of the foregoing, (i) to ensure that the bulk of our investments are either equity or mortgage interests in real property, at least 75% of the value of our assets must consist of real estate assets, cash and cash items, and certain government securities, and (ii) to ensure a diversification of our non-real-property investments, we generally will not be able to acquire securities (other than securities that are treated as an interest in real property) of any single issuer that would represent either more than 5% of the total value of our assets or 10% of the total vote or value of the outstanding securities of such issuer. In addition, to satisfy the income requirements for qualification as a REIT, we generally will be restricted to acquiring assets that generate qualifying income for purposes of certain income tests. These restrictions could affect adversely our ability to optimize our portfolio of assets.

There is currently no public market for our common shares, and a market for our common shares may never develop, which could result in purchasers in this offering being unable to monetize their investment.

Prior to this offering, there has been no public market for our common shares. The public offering price for our common shares will be determined by negotiations between the underwriters and us. We cannot assure you that the public offering price will correspond to the price at which our common shares will trade in the public market subsequent to this offering or that the price of our common shares available in the public market will reflect our actual financial performance.

We intend to apply to list our common shares on the NYSE under the symbol " ". Listing on the NYSE would not ensure that an actual market will develop for our common shares. Accordingly, no assurance can be given as to:

Even if an active trading market develops, the market price of our common shares may be highly volatile and could be subject to wide fluctuations after this offering. Some of the factors that could negatively affect our shares price include:

Future offerings of debt securities, which would be senior to our common shares upon liquidation, or equity securities, which would dilute our existing shareholders and may be senior to our common shares for the purposes of distributions, may adversely affect the market price of our common shares.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities, including commercial paper, medium-term notes, senior or subordinated notes, secured notes and classes of preferred or common shares. Upon liquidation, holders of our debt securities and preferred shares and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common shares. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our common shares or both. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our shareholders bear the risk of our future offerings reducing the market price of our common shares and diluting their proportionate ownership.

Market overhang from outstanding warrants and common shares held by Yucaipa-affiliated investment funds may adversely affect the market price for our common shares.

Upon the consummation of this offering Yucaipa-affiliated investment funds will hold common shares and warrants representing the right to purchase 10,614,068 common shares, which are exercisable at $17.17 per share price, representing % of our common shares on a fully-exercised basis. Under certain circumstances, Yucaipa may be permitted to dispose of all or a substantial portion of these common shares during a relatively short period of time. Any sale into the public market of common shares at prices below the current market price could be expected to have a depressive effect on the market price of our common shares and could hinder our ability to raise additional equity capital in public or private offerings.

Failure to qualify as a REIT could adversely affect our operations and our ability to make distributions.

We operate in a manner intended to satisfy the requirements for taxation as a REIT for United States federal income tax purposes. Although we do not intend to request a ruling from the Internal Revenue Service ("IRS") as to our REIT status, we have received the opinion (as further described in "United States Federal Income Tax Considerations") of our special tax counsel in connection with this prospectus, Arnall Golden Gregory LLP, to the effect that, commencing with our taxable year

ended December 31, 1999, we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT; our proposed method of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT; and the acquisition of certain warehouses and operations of Versacold as a result of the formation transactions will not adversely affect our ability to continue to meet the requirements for qualification and taxation as a REIT. Investors should be aware, however, that opinions of counsel are not binding on the IRS or on any court. The opinion of Arnall Golden Gregory LLP represents only the view of our counsel based on our counsel's review and analysis of existing law and on certain representations as to factual matters and covenants made by us, including representations relating to the values of our assets and the sources of our income. Arnall Golden Gregory LLP has no obligation to advise us or the holders of our common shares of any subsequent change in the matters stated, represented or assumed in its opinion or of any subsequent change in applicable law. Furthermore, our qualification and taxation as a REIT will depend on our satisfaction of numerous requirements (some on an annual and quarterly basis) established under highly technical and complex provisions of the Code for which there are only limited judicial or administrative interpretations, and involves the determination of various factual matters and circumstances not entirely within our control. No assurance can be given that we will qualify as a REIT for any particular year. See "United States Federal Income Tax Considerations — Taxation of Our Company — General" and "United States Federal Income Tax Considerations — Taxation of Our Company — Organizational Requirements".

If we were to fail to qualify as a REIT in any taxable year for which a REIT election has been made, then unless we were to obtain relief under certain statutory provisions, we would not be allowed a deduction for dividends paid to our shareholders in computing our taxable income and would be subject to United States federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates. Moreover, unless we were to obtain relief under certain statutory provisions, we would also be ineligible to elect to be treated as a REIT for the four taxable years following the year during which qualification is lost. Failure to qualify as a REIT would reduce our net earnings available for investment or distribution to our shareholders because of the additional tax liability to us for the years involved. In addition, we would no longer be compelled to make distributions under the Code. As a result of the additional tax liability, we might need to borrow funds or liquidate certain investments on terms that may be disadvantageous to us in order to pay the applicable tax. See "United States Federal Income Tax Considerations — Failure to Qualify".

To obtain the favorable tax treatment accorded to REITs, among other requirements, we normally will be required each year to distribute to our shareholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and by excluding net capital gains. While historically we have satisfied this distribution requirement by making cash distributions to our shareholders, we may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, our own common shares. We will be subject to United States federal income tax on our undistributed taxable income and net capital gain. In addition, if we fail to distribute during each calendar year at least the sum of (a) 85% of our ordinary income for such year, (b) 95% of our capital gain net income for such year, and (c) any undistributed taxable income from prior periods, we will be subject to a 4% excise tax on the excess of the required distribution over the sum of (i) the amounts actually distributed by us, and (ii) retained amounts on which we pay United States federal income tax at the corporate level. See "United States Federal Income Tax Considerations — Taxation of Our Company — Annual Distribution Requirements". We intend to make distributions to our shareholders to comply with the requirements of the Code for REITs and to minimize or eliminate our United States federal income tax obligation. However, differences between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the distribution requirements of the Code. Certain

types of assets generate substantial mismatches between taxable income and available cash. Such assets include rental real estate that has been financed through financing structures which require some or all of available cash flows to be used to service borrowings. As a result, the requirement to distribute a substantial portion of our taxable income could cause us to: (1) sell assets in adverse market conditions, (2) borrow on unfavorable terms, or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, in order to comply with REIT requirements. Further, amounts distributed will not be available to fund our operations. Under certain circumstances, covenants and provisions in our existing and future debt instruments may prevent us from making distributions that we deem necessary to comply with REIT requirements. For example, as described under "— Risks Related to our Debt Financings — Use of our cash may be restricted by our financing agreements", a cash trap event is currently in effect with respect to one of our mortgage loan pools (Pool 1A) resulting in a restriction on approximately $3.4 million of our subsidiaries' cash being distributed to us as of September 30, 2009. Our inability to make required distributions as a result of such covenants could threaten our status as a REIT and could result in adverse tax consequences for our company and shareholders.

Legislative or regulatory action could adversely affect us and our shareholders.

In recent years, numerous legislative, judicial and administrative changes have been made to the United States federal income tax laws applicable to investments in REITs and similar entities. Additional changes to tax laws are likely to continue to occur in the future, and we cannot assure you that any such changes will not adversely affect the taxation of a shareholder. Any such changes could have an adverse effect on an investment in our common shares. You are urged to consult with your tax advisor with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in common shares.

Distributions payable by REITs do not qualify for the reduced tax rates that apply to certain other corporate distributions.

The maximum tax rate for distributions payable by corporations to individuals has generally been reduced to 15% through 2010. Distributions payable by REITs, however, generally continue to be taxed at the normal rate applicable to the individual recipient rather than the 15% preferential rate. Although these provisions do not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate distributions could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay distributions. This could adversely affect the value of the stock of REITs, including our common shares. See "United States Federal Income Tax Considerations — Tax Rates".

In certain circumstances, we may be subject to federal, state or foreign taxes, which would reduce our funds available for distribution to you.

Even if we qualify and maintain our status as a REIT, we may be subject to certain United States federal, state or foreign taxes. See "United States Federal Income Tax Considerations — Taxation of Our Company — General". For example, net income from a "prohibited transaction" will be subject to a 100% tax. In addition, we may not be able to make sufficient distributions to avoid excise taxes. We may also decide to retain certain gains from the sale or other disposition of our property and pay income tax directly on such gains. In that event, our shareholders would be required to include such gains in income and would receive a corresponding credit for their share of taxes paid by us. Any net taxable income earned directly by a TRS will be subject to United States federal and state corporate income tax. We may also be subject to state, local, or foreign taxes on our income or property, either directly or at the level of our operating partnership or the

other companies through which we indirectly own our assets. Any taxes we pay will reduce our funds available for distribution to you.

If our operating partnership failed to qualify as a disregarded entity or a partnership for United States federal income tax purposes, we would fail to qualify as a REIT and suffer other adverse consequences.

We believe that our operating partnership is organized and will be operated in a manner so as to be treated initially as a disregarded entity for United States federal income tax purposes. Following the admission of additional limited partners, we intend that the operating partnership will be treated as a partnership for United States federal income tax purposes. As a disregarded entity or a partnership, our operating partnership will not be subject to United States federal income tax on its income. Instead, for all tax periods during which the operating partnership is treated as a disregarded entity, we will be required to take all of the operating partnership's income into account in computing our taxable income. For all tax periods during which the operating partnership is treated as a partnership, each of its partners, including us, will be allocated that partner's share of the operating partnership's income. No assurance can be provided, however, that the IRS will not challenge the status of our operating partnership as a disregarded entity or a partnership for United States federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our operating partnership as an association taxable as a corporation for United States federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, would cease to qualify as a REIT. Also, our operating partnership would then be subject to United States federal corporate income tax, which would reduce significantly the amount of its funds available for debt service and for distribution to its partners, including us. See "United States Federal Income Tax Considerations — Federal Income Tax Aspects of Our Operating Partnership, the Subsidiary Partnerships and the Limited Liability Companies".

The opinion of Arnall Golden Gregory LLP regarding our status as a REIT does not guarantee our ability to remain a REIT.

Our special tax counsel in connection with this prospectus, Arnall Golden Gregory LLP, has rendered an opinion to us (as further described in "United States Federal Income Tax Considerations") to the effect that, commencing with our taxable year ended December 31, 1999, we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT; our proposed method of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT; and the acquisition of certain warehouses and operations of Versacold as a result of the formation transactions will not adversely affect our ability to continue to meet the requirements for qualification and taxation as a REIT. This opinion is based upon our representations as to the manner in which we will be owned, invest in assets, and operate, among other things. Our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis, the results of which will not be monitored by Arnall Golden Gregory LLP. Accordingly, no assurances can be given that we will satisfy the REIT requirements in any particular taxable year. Also, the opinion of Arnall Golden Gregory LLP represents counsel's legal judgment based on the law in effect as of the date of the commencement of this offering, is not binding on the IRS or any court and could be subject to modification or withdrawal based on future legislative, judicial or administrative changes to the United States federal income tax laws, any of which could be applied retroactively. Arnall Golden Gregory LLP has no obligation to advise us or the holders of our common shares of any subsequent change in the matters stated, represented or assumed in its opinion or of any subsequent change in applicable law.

Foreign investors may be subject to tax under the Foreign Investment Real Property Tax Act, or FIRPTA, on sale of common shares if we are unable to qualify as a "domestically controlled qualified investment entity" or if our common shares are not considered to be regularly traded on an established securities market.

A foreign person disposing of a United States real property interest, including shares of a United States corporation whose assets consist principally of United States real property interests, or USRPIs, is generally subject to a tax, known as FIRPTA tax, on the gain recognized on the disposition. Such FIRPTA tax does not apply, however, to the disposition of stock in a REIT if the REIT is a "domestically controlled qualified investment entity". A domestically controlled qualified investment entity includes a REIT in which, at all times during a specified testing period, less than 50% in value of its shares is held directly or indirectly by non-United States holders. In the event that we do not constitute a domestically controlled qualified investment entity, a foreign person's sale of stock nonetheless will generally not be subject to tax under FIRPTA as a sale of a "United States real property interest" or "USRPI", provided that (1) the stock owned is of a class that is "regularly traded", as defined by applicable Treasury Regulations, on an established securities market, and (2) the selling non-United States holder held, actually and constructively, 5% or less of our outstanding stock of that class at all times during a specified testing period. We believe that, following this offering, our common shares will be regularly traded on an established securities market within the meaning of the applicable Treasury Regulations. If we were to fail to so qualify as a domestically controlled qualified investment entity, and our common shares were to fail to be "regularly traded", gain realized by a foreign investor on a sale of our common shares would be subject to FIRPTA tax. No assurance can be given that we will satisfy either of these tests. See "United States Federal Income Tax Considerations — Taxation of Non-U.S. Shareholders — Disposition of Our Common Shares".

If our operating partnership were classified as a "publicly traded partnership" for United States federal income tax purposes, our status as a REIT and our ability to pay distributions to our shareholders could be adversely affected.

We believe that our operating partnership is organized and will be operated in a manner so as to be treated initially as a disregarded entity for United States federal income tax purposes. Following the admission of additional limited partners, we intend that the operating partnership will be treated as a partnership for United States federal income tax purposes. Even though our operating partnership will not elect to be treated as an association taxable as a corporation, it may be taxed as a corporation if it is deemed to be a "publicly traded partnership". A publicly traded partnership is a partnership whose interests are traded on an established securities market or are considered readily tradable on a secondary market or the substantial equivalent thereof. We believe and currently intend to take the position that our operating partnership will not be classified as a publicly traded partnership because interests in our operating partnership will not be traded on an established securities market, and our operating partnership should satisfy certain safe harbors which prevent a partnership's interests from being treated as readily tradable on a secondary market or a substantial equivalent thereof. No assurance can be given, however, that the IRS would not assert that our operating partnership constitutes a publicly traded partnership or that facts and circumstances will not develop which could result in our operating partnership being treated as a publicly traded partnership. If the IRS were to assert successfully that our operating partnership is a publicly traded partnership, and at least 90% of our operating partnership's gross income did not consist of specified types of passive income, our operating partnership would be treated as an association taxable as a corporation and would be subject to corporate tax at the entity level. In such event, the character of our assets and items of gross income would change and would result in a termination of our status as a REIT. In addition, the imposition of a corporate tax on our operating partnership would reduce the amount of funds available for distribution to shareholders. See "United States Federal Income Tax Considerations — Federal Income Tax Aspects of Our Operating Partnership, the Subsidiary Partnerships and the Limited Liability Companies".

We make statements in this prospectus that are forward-looking statements within the meaning of the federal securities laws. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. Likewise, our pro forma financial statements and all of our statements regarding anticipated growth in our funds from operations and anticipated market conditions, demographics and results of operations are forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as "believes", "expects", "may", "will", "should", "seeks", "approximately", "intends", "plans", "pro forma", "estimates" or "anticipates" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section above entitled "Risk Factors".

We estimate that our gross proceeds from the sale of common shares by our company in this offering will be approximately $ (approximately $ if the underwriters fully exercise their option to purchase additional common shares), assuming an initial public offering price of $ per common share, the mid-point of the range of prices indicated on the front cover of this prospectus. After deducting the underwriting discounts and commissions, financial advisory fees and estimated expenses of this offering, we expect net proceeds of this offering of approximately $ (approximately $ if the underwriters fully exercise their option to purchase additional common shares).

We intend to use the proceeds of this offering, together with a portion of the proceeds of the concurrent issuance of the senior secured notes, to:

A $1.00 increase (decrease) in the assumed initial public offering price of $ per common share, the midpoint of the range indicated on the front cover of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ , assuming the number of shares offered by us, as indicated on the front cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Any net proceeds remaining after the uses set forth above will be used for general corporate purposes and potentially to fund future acquisitions. Pending application of such net proceeds, we will invest such net proceeds in interest-bearing accounts and short-term, interest-bearing securities, which are consistent with our intention to qualify for taxation as a REIT.

Our intended use of the proceeds of this offering and the offering of the senior secured notes are summarized in the following sources and uses table:

To satisfy the requirements to qualify as a REIT and generally not be subject to United States federal income and excise tax, we intend to make regular quarterly distributions of all or substantially all of our net income to holders of our common shares out of assets legally available therefor. Any future distributions we make will be at the discretion of our board of trustees and will depend upon our earnings and financial condition, maintenance of REIT qualification, applicable provisions of the MGCL and such other factors as our board of trustees deems relevant.

We anticipate that our distributions generally will be taxable as ordinary income to our shareholders, although a portion of the distributions may be designated by us as qualified dividend income or capital gain or may constitute a return of capital for United States federal income tax purposes. We will furnish annually to each of our shareholders a statement setting forth distributions paid during the preceding year and their characterization as ordinary income, return of capital, qualified dividend income or capital gain. See "United States Federal Income Tax Considerations — Taxation of Taxable U.S. Shareholders" and "United States Federal Income Tax Considerations — Taxation of Non-U.S. Shareholders".

The following table sets forth the distributions that have been paid and/or declared to date by our board of trustees with respect to our common and preferred shares since 2006. This table is based on our company on a stand-alone basis prior to the formation transactions.

The following table sets forth (1) our historical capitalization as of September 30, 2009 and (2) our pro forma capitalization which gives effect to the formation transactions including the issuance of the senior secured notes and the sale of common shares in this offering at an assumed public offering price of $ per share, which is the mid-point of the range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and the use of proceeds thereof. You should read this table together with "Use of Proceeds", "Selected Financial Data", "Unaudited Pro Forma Condensed Combined Financial Statements", and "Management's Discussion and Analysis of Financial Condition and Results of Operations".

				As of September 30, 2009

				Historical			Pro Forma
				(in thousands)
Cash and cash equivalents				$	77,678		$

Debt:
	Borrowings under revolving line of credit			$	4		$	4
	Mortgage loans — net of discount				1,032,560			1,032,560
	Senior secured notes				—			300,000
	Sale leaseback and capital lease obligations				59,625			189,290

		Total debt			1,092,189			1,521,854

Shareholders' equity:
	Preferred Shares (1,000 authorized, 125 issued and outstanding)				—			—
	Common Shares (100,000,000 authorized, 39,624,440 issued and outstanding historical and issued and outstanding pro forma)				396
	Paid in capital				504,885
	(Accumulated deficit) retained earnings				(114,762	)		38,430
	Accumulated other comprehensive loss				(14,732	)		(50,860	)

		Total shareholders' equity			375,787

			Total capitalization	$	1,467,976		$

Purchasers of our common shares offered in this prospectus will experience an immediate and substantial dilution of the net tangible book value of our common shares from the initial public offering price. At , 2009, we had a net tangible book value of approximately $ , or $ per common share held by Yucaipa. After giving effect to the sale of common shares offered hereby, including the use of proceeds as described under "Use of Proceeds", and the formation transactions, the issuance of the senior secured notes, the deduction of underwriting discounts and commissions, and payment of the estimated expenses of the offering and formation transactions, the pro forma net tangible book value at , 2010 attributable to common shareholders would have been $ , or $ per common share. This amount represents an immediate increase in net tangible book value of $ per common share to continuing investors and an immediate dilution in pro forma net tangible book value of $ per common share from the public offering price of $ per common share to new public investors. The following table illustrates this per share dilution:

The following tables set forth selected financial and operating data on an historical basis for our Americold predecessor and Americold successor. The historical selected financial and operating data as of and for the years ended December 31, 2007, 2006, 2005, 2004 and the period from January 1, 2008 to March 31, 2008 are referred to as "Americold predecessor" and represent the period of time when we were privately owned by Vornado (47.6% of our common shares), Crescent (at the time an affiliate of Morgan Stanley Real Estate) (31.7% of our common shares), and three affiliated investment funds of Yucaipa (20.7% of our common shares). On March 31, 2008, two of the three affiliated investment funds of Yucaipa, which had predecessor ownership of our company, along with two additional affiliated investment funds of Yucaipa, acquired the remaining 79.3% of our common shares from Vornado and Crescent which resulted in a change of control and a change in accounting basis. All periods subsequent to March 31, 2008 are referred to as "Americold successor".

The historical selected consolidated financial and operating data as of December 31, 2008 and 2007, the period January 1, 2008 to March 31, 2008 and the period April 1, 2008 to December 31, 2008, and the years ended December 31, 2007 and 2006 have been derived from the audited historical consolidated financial statements of Americold predecessor and Americold successor included elsewhere in this prospectus. The selected historical consolidated financial and operating data as of December 31, 2006 and as of and for the years ended December 31, 2005 and 2004 have been derived from the audited historical consolidated financial statements of Americold predecessor not included in this prospectus. The selected historical financial and operating data as of September 30, 2009, the nine months ended September 30, 2009 and the period April 1, 2008 to September 30, 2008 have been derived from the unaudited historical consolidated financial statements of Americold successor included elsewhere in this prospectus.

In the opinion of management, the selected unaudited historical consolidated financial information for the interim periods presented includes all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. Our results of operations for interim periods are not necessarily indicative of the results to be obtained for the full fiscal year.

You should read this financial data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations", our consolidated financial statements, the notes to our consolidated financial statements and the other financial information included elsewhere in this prospectus.

		Americold Successor									Americold Predecessor

		January 1, 2009 to September 30, 2009			April 1, 2008 to December 31, 2008			April 1, 2008 to September 30, 2008			January 1, 2008 to March 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2004(1)
Revenues:
	Rent and storage revenue	$	185,051		$	199,453		$	129,938		$	63,773		$	271,594		$	247,600		$	239,504		$	98,532
	Warehouse services		178,397			191,397			124,709			63,758			254,636			233,331			237,480			45,301
	Transportation, warehouse management and other revenue		217,562			263,130			178,265			88,101			320,796			297,525			374,205			71,382

Total revenues			581,010			653,980			432,912			215,632			847,026			778,456			851,189			215,215

Expenses:
	Cost of operations (excluding items shown below)		437,423			498,362			338,166			169,674			664,021			598,871			657,993			89,553
	Rent		6,703			6,814			4,482			2,224			10,258			9,132			6,696			5,787
	Depreciation, depletion and amortization		72,124			68,993			45,521			20,998			83,651			73,025			75,550			58,179
	General and administrative		43,589			37,992			23,902			11,628			44,260			47,342			39,341			5,964
	Impairment of real estate		—			—			—			—			—			—			—			5,830

Total expenses			559,839			612,161			412,071			204,524			802,190			728,370			779,580			165,313

	Operating income		21,171			41,819			20,841			11,108			44,836			50,086			71,609			49,902

	Interest and debt expense		(49,050	)		(49,361	)		(32,848	)		(16,122	)		(65,168	)		(81,890	)		(56,294	)		(52,041	)
	Interest and other income		126			572			490			275			2,607			5,009			2,422			3,468
	Other income (expense)		413			827			16			8			(72	)		1,787			14			354

	(Loss) income before tax and gain on sale of real estate		(27,340	)		(6,143	)		(11,501	)		(4,731	)		(17,797	)		(25,008	)		17,751			1,683

Income tax benefit (expense)			2,785			(796	)		(170	)		79			(775	)		(1,835	)		(2,679	)		73

(Loss) income before gain on sale of real estate			(24,555	)		(6,939	)		(11,671	)		(4,652	)		(18,572	)		(26,843	)		15,072			1,756

Gain on sale of real estate			—			—			—			—			1,161			2,098			—			—

Net (loss) income			(24,555	)		(6,939	)		(11,671	)		(4,652	)		(17,411	)		(24,745	)		15,072			1,756

Preferred share dividends			12			63			—			63			63			63			63			64

Net (loss) income attributable to common shares		$	(24,567	)	$	(7,002	)	$	(11,671	)	$	(4,715	)	$	(17,474	)	$	(24,808	)	$	15,009		$	1,692

Per Common Share:
	Net (loss) income — Basic	$	(0.62	)	$	(0.18	)	$	(0.29	)	$	(0.12	)	$	(0.44	)	$	(0.62	)	$	0.38		$	0.04
	Net (loss) income — Diluted	$	(0.62	)	$	(0.18	)	$	(0.29	)	$	(0.12	)	$	(0.44	)	$	(0.62	)	$	0.38		$	0.04
Dividends declared on common shares		$	—		$	17,435		$	—		$	6,000		$	12,000		$	206,000		$	—		$	—
Dividends declared per common share		$	—		$	0.44		$	—		$	0.15		$	0.30		$	5.15		$	—		$	—
	Weighted average common shares — Basic		39,624			39,624			39,624			40,000			40,000			40,000			40,000			40,000
	Weighted average common shares — Diluted		39,624			39,624			39,624			40,000			40,000			40,000			40,000			40,000
Other Data:
	Net cash provided by operating activities	$	62,481		$	62,731	(2)	$	31,436		$	21,601		$	51,158		$	34,346		$	86,355		$	63,665
	Net cash used in investing activities		(27,051	)		(35,820)	(2)		(29,986	)		(3,337	)		(95,493	)		(64,239	)		(916	)		(96,768	)
	Net cash (used in) provided by financing activities		(24,474	)		6,531			9,806			(8,021	)		(25,300	)		97,147			(81,715	)		46,005

The following unaudited pro forma condensed combined financial statements are based on our historical consolidated financial statements and those of Versacold, each included elsewhere in this prospectus.

Prior to or simultaneously with the completion of this offering, we will engage in certain transactions, which are designed to (i) consolidate our existing portfolio of temperature-controlled warehouses and related businesses with the warehouses and operations we will acquire from Versacold located in the United States, Australia, New Zealand, and Argentina, (ii) raise necessary funds to finance such consolidation, (iii) fund certain taxes and fees created by the formation transactions, and (iv) retain our status as a REIT. All of Versacold's domestic and overseas warehouses and operations will be combined with ours except for the Canadian properties it currently operates. We have excluded the Canadian properties from the warehouses being acquired in connection with the formation transactions, because their inclusion in the combined company would adversely impact our ability to continue to meet the REIT qualification requirement relating to the nature and diversification of our assets.

The unaudited pro forma condensed combined financial statements give effect to these transactions, which are described in more detail in the accompanying notes. For the unaudited pro forma condensed combined statements of operations, the pro forma adjustments related to these transactions have been computed assuming the transaction was consummated at the beginning of the fiscal period presented. For the unaudited pro forma condensed combined balance sheet, the pro forma adjustments have been computed assuming the transactions were consummated on September 30, 2009.

The unaudited pro forma condensed combined financial statements also give effect to transactions we and Versacold entered into with Yucaipa on March 31, 2008 and June 30, 2009, respectively (collectively, the "Yucaipa Investment"). As discussed in more detail in Note 2 to our and Versacold's consolidated financial statements, each included in this prospectus, Yucaipa acquired a controlling interest in our company and a material interest in Versacold resulting in a new basis of accounting and the need to reflect periods up to, and including, the respective acquisition dates (labeled "Americold predecessor" and "Versacold predecessor") and periods subsequent to the respective acquisition dates (labeled "Americold successor" and "Versacold successor"). Pro forma amounts have been computed to adjust Americold's and Versacold's predecessor statements of operations assuming the Yucaipa Investment was consummated at the beginning of the fiscal period presented. No pro forma adjustments are necessary for purposes of Americold's and Versacold's successor balance sheets as the accounting treatment of the Yucaipa Investment is already reflected in such balance sheets.

Yucaipa's purchase of a 49% interest in Versacold, with an option to purchase the remaining 51%, resulted in Versacold and its parent becoming controlled for accounting purposes by Yucaipa. Therefore, we and Versacold are under common control beginning on June 30, 2009. Our combination with Versacold will therefore be treated as a merger of entities under common control. As such, no purchase accounting is reflected in the unaudited pro forma condensed combined financial statements as the assets will be combined at their respective carrying values.

Our fiscal year end is December 31 and Versacold's fiscal year end is October 31. As a result, the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2009 has been derived from:

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2008 has been derived from:

The unaudited pro forma condensed combined balance sheet as of September 30, 2009 has been derived from:

The unaudited pro forma condensed combined financial statements presented are for illustrative purposes only and do not necessarily indicate the operating results or financial position that would have been achieved if the transactions had occurred at the beginning of the period presented, nor are they indicative of future operating results or financial position.

These unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies or cost savings that we may achieve with respect to the combined companies, nor do they include the effects of restructuring activities.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements and the historical consolidated financial statements and accompanying notes included elsewhere in this prospectus.

Americold Realty Trust
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2009
(amounts in thousands, except per share data)

		Americold Successor Historical			Versacold Successor Historical			Versacold Predecessor Historical

											Versacold Predecessor Period Adjustments (2b)						Company Pro Forma before Offering, Financing and Formation Transactions
														Versacold Canadian Separation Adjustments (3)
		Nine month period ended September 30, 2009			Period from July 1, 2009 to July 31, 2009			Period from November 1, 2008 to June 30, 2009						Versacold Canadian Separation Adjustments (3)						Pro Forma Adjustments			Pro Forma
Revenues		$	581,010		$	99,186		$	733,744		$			$	(190,305	)	$	1,223,635		$			$	1,223,635
Operating expenses:
	Cost of operations (excluding items shown below)		432,565			80,909			581,126						(145,922	)		948,678						948,678
	Rent		6,703			1,683			13,470						(4,162	)		17,694						17,694
	Cost of operations related to other revenue		4,858															4,858						4,858
	Depreciation, depletion and amortization		72,124			5,051			52,859			(3,978	)		(19,129	)		106,927						106,927
	General and administrative		39,273			3,181			24,160						(7,127	)		59,487						59,487
	Merger transactions costs		4,316															4,316			(4,316)	(6)
	Other operating (income), net					(798	)		(1,393	)								(2,191	)					(2,191	)

Operating income (loss)			21,171			9,160			63,522			3,978			(13,965	)		83,866			4,316			88,182
	Interest expense		(49,050	)		(8,745	)		(83,160	)		(2,336	)		52,941			(90,350	)		16,051	(4)		(74,299	)
	Interest income		126															126						126
	Foreign exchange gain/(loss)					16,732			7,998						(23,693	)		1,037						1,037
	Other non-operating income (expense), net		413			(570	)		(153	)					35			(275	)					(275	)

(Loss) income before income taxes			(27,340	)		16,577			(11,793	)		1,642			15,318			(5,596	)		20,367			14,771
Income tax benefit (expense)			2,785			(2,852	)		(20,748	)		493			9,698			(10,624	)		11,137	(5d)		513

Net (loss) income			(24,555	)		13,725			(32,541	)		2,135			25,016			(16,220	)		31,504			15,284
Preferred share dividends			12															12						12

Net (loss) income attributable to common shares		$	(24,567	)	$	13,725		$	(32,541	)	$	2,135		$	25,016		$	(16,232	)	$	31,504		$	15,272

Earnings per share(7)
	Basic earnings per share	$	(.62	)
	Diluted earnings per share		(.62	)
Number of shares used for calculation:
	Basic earnings per share		39,624
	Diluted earnings per share		39,624
Other Data:
	EBITDA(8)	$	93,834																				$	195,997
	Adjusted EBITDA(8)		98,150																					195,997
	FFO attributable to common shares(9)		24,289																					81,515
	FAD attributable to common shares(9)		26,685																					86,415

Americold Realty Trust
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2008
(amounts in thousands, expect per share data)

		Americold Successor Historical			Americold Predecessor Historical			Versacold Predecessor Historical

		Americold Successor Historical			Americold Predecessor Historical			Versacold Predecessor Historical									Company Pro Forma before Offering, Financing and Formation Transactions
		Period from April 1, 2008 to December 31, 2008			Period from January 1, 2008 to March 31, 2008			Year ended October 31, 2008			Americold and Versacold Predecessor Period Adjustments			Versacold Canadian Separation Adjustments (3)						Pro Forma Adjustments			Pro Forma
Revenues		$	653,980		$	215,632		$	1,200,236		$			$	(279,268	)	$	1,790,580		$			$	1,790,580
Operating expenses:
	Cost of operations (excluding items shown below)		492,873			168,051			947,474						(216,962	)		1,391,436						1,391,436
	Rent		6,814			2,224			26,295			(28)	(2a)		(6,848	)		28,457						28,457
	Cost of operations related to other revenue		5,489			1,623												7,112						7,112
	Depreciation, depletion and amortization		68,993			20,998			84,524			(4,091)	(2c)		(34,376	)		136,048						136,048
	General and administrative		37,992			11,628			45,349						(12,079	)		82,890						82,890
	Impairment of intangible assets								7,287									7,287						7,287
	Impairment of goodwill								250,648						(43,821	)		206,827						206,827
	Other operating (income), net								(251	)								(251	)					(251	)

Operating income (loss)			41,819			11,108			(161,090	)		4,119			34,818			(69,226	)					(69,226	)
	Interest expense		(49,361	)		(16,122	)		(240,055	)		(3,836)	(2d)		182,080			(127,294	)		28,362	(4)		(98,933	)
	Interest income		572			275			1,057						(6,572	)		(4,668	)					(4,668	)
	Foreign exchange loss								(61,821	)					61,793			(28	)					(28	)
	Other non-operating income (expense), net		827			8			(1,905	)					(1,754	)		(2,824	)					(2,824	)

(Loss) income before income taxes			(6,143	)		(4,731	)		(463,814	)		283			270,365			(204,040	)		28,362			(175,679	)
Income tax (expense) benefit			(796	)		79			52,194			625	(2e)		(52,374	)		(273	)		9,163	(5d)		8,891

Net (loss) income			(6,939	)		(4,652	)		(411,620	)		908			217,991			(204,313	)		37,525			(166,788	)
Preferred share dividends			63			63												126						126

Net (loss) income attributable to common shares		$	(7,002	)	$	(4,715	)	$	(411,620	)	$	908		$	217,991		$	(204,439	)	$	37,525		$	(166,914	)

Earnings per share(7)
	Basic earnings per share	$	(.18	)	$	(.12	)
	Diluted earnings per share		(.18	)		(.12	)
Number of shares used for calculation:
	Basic earnings per share		39,624			40,000
	Diluted earnings per share		39,624			40,000
Other Data:
	EBITDA(8)	$	112,211		$	32,389																	$	59,302
	Adjusted EBITDA(8)		112,211			32,389																		273,416
	FFO attributable to common shares(9)		41,901			10,329																		(78,132	)
	FFO attributable to common shares, excluding impairment(9)		41,901			10,329																		135,982
	FAD attributable to common shares(9)		48,949			12,276																		147,137

Americold Realty Trust
Unaudited Pro Forma Condensed Combined Balance Sheet
September 30, 2009
(amounts in thousands)

		Historical

		Americold Realty Trust September 30, 2009			Versacold International Corporation July 31, 2009			Conforming Adjustments(1)			Versacold Canadian Separation Adjustments(3)			Company Pro Forma before Offering, Financing and Formation Transactions			Pro Forma Adjustments			Pro Forma
Assets
	Land, Buildings and Improvements, net	$	955,180		$			$	1,127,743		$	(369,458	)	$	1,713,465		$			$	1,713,465
	Machinery and Equipment, net		239,754						165,113			(55,809	)		349,058						349,058
	Capitalized leases, net		50,623						8,584			(1,025	)		58,182						58,182
	Property, plant and equipment, net					1,301,440			(1,301,440	)
	Cash and cash equivalents		77,678			37,245						(6,581	)		108,342
	Restricted cash		4,497												4,497						4,497
	Accounts receivable, net of allowance for doubtful accounts		76,815			105,947						(21,121	)		161,641						161,641
	Other receivables					16,592			(16,592	)
	Prepaid expenses					14,601			(14,601	)
	Leasehold interests — below-market leases		7,957												7,957						7,957
	Intangible assets, net		43,993			21,371						(6,255	)		59,109						59,109
	Deferred financing costs, net		1,779												1,779			6,500	(4)		8,279
	Goodwill		124,700			67,732									192,432						192,432
	Deferred income taxes					57,147			59,429			(68,840	)		47,736			(32,550	)(5b)		15,186
	Deferred income taxes — long-term					59,429			(59,429	)
	Other current assets					10,667			(10,667	)
	Other non-current assets					20,778			(20,778	)
	Other assets		13,749						62,638			(29,974	)		46,413						46,413

Total assets		$	1,596,725		$	1,712,949		$			$	(559,063	)	$	2,750,611

Liabilities and shareholders' equity (deficit)
Liabilities
	Borrowings under revolving line of credit	$	4		$			$	39,092		$	(4,142	)	$	34,954		$	(34,950	)(4)	$	4
	Short-term debt					4,142			(4,142	)
	Accounts payable, accrued expenses and other liabilities		80,773			157,117			13,392			(78,975	)		172,307						172,307
	Other non-current liabilities					13,392			(13,392	)
	Current deferred income taxes					30,642			(30,642	)
	Deferred income taxes		7,910			181,892			30,642			(39,054	)		181,390			(130,117	)(4),(5a)		51,273
	Mortgage notes — net of debt discount		1,032,560						2,781			(800	)		1,034,541			(1,981	)(4)		1,032,560
	Long term debt, excluding current portion					1,151,035			(503,053	)					647,982			(647,982	)(4)
	Current maturities of long-term debt					45,750			(45,750	)
	Senior secured notes																	300,000	(4)		300,000
	Sale leaseback obligations		5,695						499,349			(380,305	)		124,739						124,739
	Capitalized lease obligations		53,930						11,723			(1,102	)		64,551						64,551
	Derivative liabilities					12,239									12,239			(12,239	)(4)
	Due to Yucaipa					123,327						(123,327	)
	Leasehold interests — above-market leases		2,710												2,710						2,710
	Unearned revenue		12,762						15,816			(6,257	)		22,321						22,321
	Deferred revenue					15,816			(15,816	)
	Pension and postretirement benefits		24,594												24,594						24,594

Total liabilities			1,220,938			1,735,352						(633,962	)		2,322,328			(527,269	)		1,795,059
Shareholders' equity (deficit)
	Preferred shares
	Common shares		396												396						396
	Paid-in capital		504,885												504,885
	(Accumulated deficit) retained earnings		(114,762	)		13,725						74,899			(26,138	)		64,567	(4),(5c)		38,429
	Accumulated other comprehensive loss		(14,732	)		(36,128	)								(50,860	)					(50,860	)

Total shareholders' equity (deficit)			375,787			(22,403	)					74,899			428,283

Total liabilities and shareholders' equity (deficit)		$	1,596,725		$	1,712,949		$			$	(559,063	)	$	2,750,611		$

	Nine Months Ended September 30, 2009				Year Ended December 31, 2008

Pro forma net income	$	15,284		Pro forma net loss	$	(166,788	)
Adjustments:				Adjustments:
Depreciation, depletion and amortization		106,927		Depreciation, depletion and amortization		136,048
Interest expense		74,299		Interest expense		98,933
Income tax benefit		(513	)	Income tax benefit		(8,891	)

Pro forma EBITDA	$	195,997		Pro forma EBITDA		59,302

				Adjustments:
				Impairment of intangible assets		7,287
				Impairment of goodwill		206,827

				Pro forma Adjusted EBITDA	$	273,416

		Nine Months Ended September 30, 2009				Year Ended December 31, 2008

Pro forma net income		$	15,284		Pro forma net loss	$	(166,788	)
Preferred share dividends			(12	)	Preferred share dividends		(126	)
Pro forma net income available to common shareholders			15,272		Pro forma net loss available to common shareholders		(166,914	)
Adjustments:					Adjustments:
	Net gain on sale of depreciable real property		(908	)	Net gain on sale of depreciable real property		(328	)
	Real estate related depreciation and amortization		67,151		Real estate related depreciation and amortization		89,110

Pro forma FFO attributable to common shares			81,515		Pro forma FFO attributable to common shares		(78,132	)
					Adjustments:
					Impairment of intangible assets		7,287
					Impairment of goodwill		206,827

					Pro forma FFO attributable to common shares, excluding impairment		135,982
Adjustments:					Adjustments:
	Non-real estate depreciation and intangible amortization		39,777		Non-real estate depreciation and intangible amortization		46,938
	Maintenance capital expenditures		(37,625	)	Maintenance capital expenditures		(38,070	)
	Compensation expense for options		385		Compensation expense for options		15
	Amortization of deferred financing		919		Amortization of deferred financing costs		697
	Amortization of debt discount		1,493		Amortization of debt discount		1,436
	Amortization of above market leases		(1,739	)	Amortization of above-market leases		(2,685	)
	Amortization of below market leases		1,452		Amortization of below-market leases		2,780
	Straight line rent		238		Straight line rent		44

Pro forma FAD attributable to common shares		$	86,415		Pro forma FAD attributable to common shares	$	147,137

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Formation and Structure of Our Company", "Unaudited Pro Forma Condensed Combined Financial Statements", "Certain Defined Terms" (where the terms EBITDA, segment EBITDA and pro forma are defined), our audited consolidated financial statements and notes thereto as of December 31, 2008 and 2007 and for the periods January 1, 2008 through March 31, 2008 and April 1, 2008 through December 31, 2008, and the years ended December 31, 2007 and 2006, as well as our unaudited consolidated financial statements and notes thereto as of September 30, 2009 and for the nine months ended September 30, 2009 and for the periods January 1, 2008 through March 31, 2008 and April 1, 2008 through September 30, 2008. The results of operations, cash flows, segment EBITDA, funds from operations and funds available for distribution of the Americold predecessor and Americold successor entities for the periods January 1, 2008 to March 31, 2008 and April 1, 2008 to December 31, 2008, respectively, have been combined for comparison purposes to present twelve months of data for 2008. We believe the combined results of operations, including segment information, for the year ended December 31, 2008 provide management and investors with a more meaningful perspective on our financial and operational performance than if we did not combine the results of operations of the Americold predecessor and the Americold successor in this manner. The combined results of operations are non-GAAP financial measures, do not include any pro forma assumptions or adjustments and should not be used in isolation or substitution of Americold predecessor and Americold successor results.

Where appropriate, the following discussion includes analysis of the effects of the formation transactions and this offering. These effects are reflected in the unaudited pro forma condensed combined financial statements located elsewhere in this prospectus. Unless otherwise indicated, references in the discussion below to "we", "our", "us", or "our company" refer to our Americold predecessor and/or Americold successor (as applicable).

We are a real estate company focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. Our warehouses are an integral part of the supply chain linking food producers, distributors and retailers who store products in temperature-controlled warehouses and use related services for frozen and perishable food products such as frozen entrees, meat, seafood, fruits and vegetables. We are a self-administered and self-managed real estate company that intends to continue to operate as a REIT for United States federal income tax purposes.

In conjunction with this offering, we will complete the formation transactions pursuant to which, among other things, we will use a portion of the net proceeds of this offering and the issuance of the senior secured notes to fund our acquisition of Versacold's warehouses and operations in the United States, Australia, New Zealand and Argentina, consisting of 76 warehouses, of which 42 are owned (including 2 that are partly owned and partly leased), 26 are leased and 8 are managed on behalf of third parties. As part of the formation transactions, we will contribute substantially all of our assets and liabilities, as well as direct and indirect interests in our warehouses, to our operating partnership, and our operating partnership will issue 100% of its limited partner units to a subsidiary of our company and 100% of its general partner units to our company. For additional information, please refer to "Formation and Structure of Our Company".

Due to Yucaipa's acquisition of 49% of Versacold on June 30, 2009 and an option to acquire the additional 51%, and in consideration of the effective transfer of risks and rewards of ownership, Americold and Versacold are deemed, for accounting purposes, to be under common control. Accordingly, beginning June 30, 2009 and upon consummation of the formation transactions, the accounting for the formation transactions will result in a combination of the financial statements of Americold and the portion of Versacold's business that is subject to the formation transactions.

The primary source of our operating revenues and earnings is warehouse revenue received from warehouse tenants. We seek earnings growth primarily through increases in warehouse tenant occupancy, construction of new temperature-controlled warehouses, expansion of existing temperature-controlled warehouses, joint ventures and acquisitions. We also generate incremental revenues through our ancillary services, which augment our warehouse offerings. These ancillary services include handling services, transportation services, management of third-party-owned warehouses and supply chain solutions.

Our primary business objectives are to maximize sustainable long-term growth in earnings, funds from operations and funds available for distribution and to maximize total return to our shareholders. In our pursuit of these objectives, we will seek to:

We will continue to focus our growth strategies on improving the operating performance of our existing temperature-controlled warehouse properties primarily through occupancy management, increased revenue by providing our warehouse tenants with value-added storage and ancillary services and cost reduction efforts. We expect potential future increases in warehouse storage income to come primarily from construction of new warehouses, expansion of existing warehouses and acquisitions and increases in occupancy and rates.

Recent global market and economic conditions have been unprecedented, challenging and unpredictable with significantly tighter credit and declining economic growth. Continued concerns about the availability and cost of credit, the declining real estate market and geopolitical issues have contributed to increased market volatility and decreased expectations for the global economy. We believe that due to current global market and economic conditions, growth of our near-term earnings in the United States may be limited. The principal risks to our business outlook stemming from the continuation or further economic decline of the United States economy, the local economies of our target markets and the international markets include:

In light of the recent economic downturn, we are increasing our focus on our operations with a special emphasis on warehouse tenant retention and occupancy. We have realigned and streamlined internal resources as well as our overhead structure to meet the current and future needs of our business and have taken further steps to strengthen our capital and liquidity position. We also have plans to cease operations at two warehouses: one leased warehouse in California and one managed warehouse in Virginia. For the nine months ended September 30, 2009, those warehouses contributed approximately $2.9 million and $4.4 million in revenue, respectively.

Our priorities are maximizing the earnings power of our existing real estate portfolio, capitalizing on the global consolidation of the temperature-controlled warehouse industry, expanding our real estate portfolio in underdeveloped markets, solidifying our position as the warehouse provider of choice for global food producers and retailers, maintaining our balance sheet strength and lowering our cost of capital. Our goal is to do what we consider best for long-term value creation and enhancement of our net asset value. As we look forward, our objective is to emerge from this downturn in a competitive position to take advantage of opportunities as they arise, with our long-term earnings capacity enhanced.

We also believe our investment focus on the largest and most active distribution markets in the United States, our monitoring of markets and submarket demand and supply imbalances and our geographic diversity help mitigate the risks of national, local and international economic downturns. In addition, we expect the following key industry trends to positively affect our industry:

See "Overview of the Global Temperature-Controlled Warehouse Industry" for additional information.

To position ourselves to meet the challenges of the current business environment, we implemented a lean approach to our existing processes, along with a cost reduction plan beginning in the fourth quarter of 2008. As a result, we recognized severance charges of approximately $1.8 million in the fourth quarter of 2008. We have continued these initiatives into 2009, and, for the

nine months ended September 30, 2009, we have incurred further severance charges of approximately $2.7 million. These charges are primarily associated with warehouse consolidation, streamlined processes and process reengineering recognized at the corporate levels. Through September 30, 2009, we have incurred a total of $4.5 million in restructuring costs associated with our cost-reduction plan. As part of this plan, we reduced our total company-wide headcount by 13% and reduced our variable third-party expenditures, including power consumption costs. In executing these cost-saving efforts, we believe that we have preserved our ability to serve our warehouse tenants and manage our operating portfolio. While we have removed excess capacity, we believe that we have retained our key talent and strengthened our service offerings.

For the nine months ended September 30, 2009, transportation segment revenues from a single customer were $56.6 million. This customer operated under a transportation contract under which we were paid a fee to broker their product shipment needs through our network of carriers for a nominal margin of approximately 2%. The term of this contract expired in the second quarter of 2009, but the contract was extended on a month-to-month basis through September 2009, at which time it terminated and the customer transferred the brokerage service in-house. As a result, our transportation revenues will decline significantly beginning in the fourth quarter of 2009 and our margins in that segment are expected to improve given that our historical margins exceed the margin from this contract.

For the nine months ended September 30, 2009, warehouse revenues constituted approximately 63% of our total revenues and our warehouse segment provided 87% of our total segment EBITDA. Substantially all of the warehouse revenue that we have received in the past and that we anticipate receiving in the future is derived from providing space to warehouse tenants in our temperature-controlled storage warehouses. We receive additional revenues from related core services that we provide and a wide array of complementary services. Included in core services are:

The amount of warehouse revenue generated by the properties in our portfolio depends principally on our ability to maintain the occupancy levels of currently used storage space and to utilize available space that is not being used by current warehouse tenants. The amount of warehouse revenue generated by us also depends on our ability to maintain or increase rental rates at our warehouses.

We generally provide storage space to our warehouse tenants on the basis of terms and conditions, including storage and handling rates, set forth in term sheets or other similar documentation outlining the terms of our relationship with our warehouse tenants. As such, warehouse tenants generally pay only for the space they use to store their products and have no long-term obligation to store their products with us. Notwithstanding this, in certain warehouses where we provide space to a single or a limited number of warehouse tenants, the warehouse tenants have long-term obligations (generally three to ten years) to store their products with us, and we have an obligation during the term of such agreements to make warehouse space available. Upon receipt of a customer's product, we charge the customer in advance for up to 30 days of

storage and for both the inbound and outbound handling. In addition, to the extent the product is still stored in the warehouse during the following month, we will bill the customer a storage recharge. Storage is generally charged on a per-pallet or on a per-hundred weight basis.

For the nine months ended September 30, 2009, transportation revenues constituted approximately 26% of our total revenues and our transportation segment provided 7% of our total segment EBITDA. We offer a diverse array of value-added transportation services, including (a) less-than-full-truckload transportation on a regional or national basis where customers' small lot product is consolidated with other customers' product for delivery on a fixed schedule to retailer and food service customers, (b) truckload brokerage services, (c) integrated full transportation services to customers who outsource a significant portion of transportation business, (d) multi-vendor consolidation, which is a retailer focused program, (e) shuttle services and (f) reverse logistics.

Historically, we have offered our transportation services to our warehouse tenants primarily on a brokerage basis. The formation transactions will result in the expansion of our asset-based transportation services, including the provision of such services to non-warehouse tenants.

For the nine months ended September 30, 2009, warehouse management revenues constituted approximately 11% of our total revenues and our warehouse management segment provided 4% of our total segment EBITDA. We operate certain warehouses that we do not own on behalf of third parties. Our warehouse management division provides a complete logistics outsourcing solution by managing all aspects of the warehouse operations. We operate these warehouses on a cost reimbursement basis. In addition, we receive a fixed management fee.

Cost of operations (excluding depreciation, depletion and amortization) for warehousing consists primarily of employee wages and benefits and facility occupancy costs (including utilities, insurance, property taxes and maintenance). Cost of operations for transportation consists primarily of third-party carrier charges. Warehouse management costs of operations consist primarily of employee wages and benefits and facility occupancy costs. Trends in cost of operations are influenced by changes in headcount and compensation levels, changes in customer service requirements, workforce productivity, variability in costs associated with medical insurance and workers compensation and changes in third-party freight costs.

General and administrative expenses consist primarily of wages and benefits for management, administrative and information technology personnel, as well as expenses related to communications and data processing, travel, professional fees, training and office equipment and supplies. Trends in general and administrative expenses are influenced by changes in headcount and compensation levels, achievement of incentive compensation targets and variability in costs associated with medical insurance. To position ourselves to meet the challenges of the current business environment, we have implemented a lean approach to our existing processes, along with a cost reduction plan that began in the fourth quarter of 2008. See "— Focus on our Cost Structure" above.

Our depreciation, depletion and amortization charges result primarily from the capital-intensive nature of our business. The principal components of depreciation relate to the warehouse facilities, which include buildings and improvements, refrigeration equipment, racking, leasehold improvements, material handling equipment and furniture and fixtures. Additionally, depreciation relates to computer systems hardware and software. Amortization relates primarily to intangible assets for customer relationships.

Our discussion and analysis of the historical financial condition and results of operations of our company for the periods described is based on our audited and unaudited consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these historical financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments in certain circumstances that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have provided a summary of our significant accounting policies in Note 2 to our audited consolidated financial statements included elsewhere in this prospectus. The following critical accounting discussion pertains to accounting policies management believes are most critical to the portrayal of our historical financial condition and results of operations and that require significant, difficult, subjective or complex judgments. Other companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our financial condition, results of operations and cash flows to those of other companies.

Our primary revenue source consists of warehouse storage charges and fees. Additionally, we have transportation fees for those warehouse tenants who use our transportation services. We also receive management fees and reimbursement of substantially all costs for warehouses that we manage on behalf of third-party owners. Our revenues are recognized as services are provided. Warehouse tenants may be charged in advance for storage and outbound handling fees. Storage revenue is initially deferred and recognized ratably over the storage period. Outbound handling fees are deferred until such services are provided. We believe that our historical experience with these services provides us with a strong basis for the amounts deferred and we do not experience significant fluctuations in the deferral percentages from period to period. Transportation fees and expenses are recognized upon delivery of product on behalf of warehouse tenants. Management fees and related cost reimbursements are recognized as revenue as the management services are performed and the costs are incurred. Costs related to warehouse management and transportation are included in costs of operations.

We estimate the depreciable portion of our real estate assets and their related useful lives in order to record depreciation expense. Our management's ability to accurately estimate the depreciable portions of our real estate assets and their useful lives is critical to the determination of the appropriate amount of depreciation expense recorded and the carrying values of the underlying assets. Any change to the estimated depreciable lives of these assets would have an impact on the depreciation expense we recognize.

We amortize identifiable intangible assets, other than trade name, which has an indefinite life and is reviewed periodically for impairment, over useful lives based on management's historical experience and estimated cash flows. Any change in the actual results that differ from the initial

assumptions could lead to adjustments in useful lives or impairments, either of which could have a material adverse impact on our results of operations.

Long-lived assets held and used are carried at cost and evaluated for impairment annually or when events or changes in circumstances indicate such an evaluation is warranted. A substantial amount of our assets consist of long-lived assets, including real estate and other intangible assets. The evaluation of our long-lived assets for impairment is a subjective process that includes determining whether indicators of impairment exist such as significant declines in a warehouse's revenue, cash flows, significant increase in estimated future maintenance costs, occupancy forecast or other marketplace events that would lead us to believe that there is a decline in market value, which might indicate the carrying value of our long-lived assets might not be recoverable. When any indicators of impairment exist, the evaluation of such long-lived assets then entails projections of future operating cash flows, which also involves significant judgment. Future events, or facts and circumstances that currently exist, that we have not yet identified, could cause us to conclude in the future that our long-lived assets are impaired. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.

During 2009, we recorded an impairment charge of $0.2 million on a carrying value of $2.1 million on our transportation customer relationship intangible asset as a result of lost customers. The impairment charge is included in depreciation, depletion and amortization in the consolidated statement of income for the nine months ended September 30, 2009.

As a REIT, we generally will not be subject to corporate level federal income taxes in the United States if we meet minimum distribution requirements, and certain income, asset and share ownership tests. However, some of our subsidiaries are subject to federal and state taxes. In addition, foreign entities may also be subject to the taxes of the host country. An allocation is required to be estimated on our taxable income arising from our taxable real estate investment trust subsidiaries and international entities. A deferred tax component could arise based upon the differences in U.S. GAAP versus tax income for items such as depreciation and gain recognition.

We believe that we have been organized and operated, and intend to continue to operate, in a manner intended to qualify as a REIT under the Code and applicable state laws. A REIT generally does not pay corporate level federal income taxes on its REIT taxable income that it distributes to its shareholders, and accordingly we do not pay federal income tax on the share of REIT taxable income that is distributed to our shareholders. We therefore do not estimate or accrue any federal income tax expense for income earned and distributed to REIT operations. This estimate could be incorrect, because due to the complex nature of REIT qualification requirements, the ongoing importance of factual determinations and the possibility of future changes in our circumstances, we cannot be assured that we actually have satisfied or will satisfy the requirements for taxation as a REIT for any particular taxable year. For any taxable year that we fail or have failed to qualify as a REIT and for which applicable relief provisions did not apply, we would be taxed at the regular corporate rates on all of our taxable income, whether or not we made or make any distributions to our shareholders. Any resulting requirement to pay corporate income tax, including any applicable penalties or interest, could have a material adverse impact on our financial condition or results of operations. Unless entitled to relief under specific statutory provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year for which qualification was lost. There can be no assurance that we would be entitled to any statutory relief.

We have elected to treat our wholly-owned subsidiaries, AL Holding and ART Quarry, as TRSs. A TRS is subject to income tax at regular corporate tax rates. Thus, income taxes for our TRSs are accounted for using the asset and liability method, under which deferred income taxes are recognized for (i) temporary differences between the financial reporting and tax bases of assets and liabilities and (ii) operating loss and tax credit carry-forwards based on enacted tax rates expected to be in effect when such amounts are realized or settled. Deferred tax assets are recognized only to the extent that it is more likely than not they will be realized based on consideration of available evidence, including tax planning strategies.

The discussion below sets forth historical results of operations for the periods specified. As such, it does not describe our company after giving effect to this offering or the formation transactions. Rather, it describes our company's business without taking into account the completion of this offering or the formation transactions.

Included in the discussion below are the following significant historical transactions:

As of September 30, 2009, we operated 101 operational warehouses, of which 87 are wholly owned or leased and 14 are managed on behalf of third-party owners. In addition, as of such date, we owned two non-operational warehouses. The following table details the geographic distribution of these properties, along with an illustration of the changes in annualized occupancy and annual revenue (square feet in thousands, cubic feet in millions and dollars in thousands).

This table includes revenue for the year ended December 31, 2008 on a combined basis. The 2008 revenues represent a combination of revenue from Americold predecessor for the period January 1, 2008 through March 31, 2008 and Americold successor for the period April 1, 2008 through December 31, 2008. This combined information is a non-GAAP financial measure and should not be used in isolation or substitution of the results of operations of either Americold predecessor or Americold successor.

																							Annual Revenue ($ in thousands)

											Occupancy Percentage												Annual Revenue ($ in thousands)
						% of Total Cubic Feet					Occupancy Percentage												Combined (Non-GAAP) 2008 (c)
State		# of Warehouses		Cubic Feet (in millions)		% of Total Cubic Feet			Square Feet (in thousands)		2009 (a)			2008 (a)			2008 (b)			2007 (b)			Combined (Non-GAAP) 2008 (c)			2007 (d)			2006 (d)
Operational Warehouses:
Alabama			4		14.4		2.6	%		578.0		68	%		85	%		84	%		82	%	$	18,945		$	17,278		$	14,062
Arizona			1		3.1		0.6	%		149.9		79	%		91	%		87	%		105	%(e)		4,040			4,032			3,452
Arkansas			6		32.9		6.0	%		1,287.2		83	%		91	%		91	%		86	%		33,180			28,698			27,995
California			8		35.6		6.5	%		1,434.9		76	%		79	%		79	%		80	%		32,777			34,698			31,462
Colorado			1		3.2		0.6	%		162.9		71	%		74	%		75	%		72	%		2,775			2,497			2,569
Florida			3		6.7		1.2	%		514.5		85	%		71	%		70	%		86	%		4,817			6,497			7,536
Georgia			9		64.8		11.9	%		2,649.2		61	%		77	%		73	%		82	%		58,378			65,361			55,906
Idaho			2		22.6		4.1	%		929.7		86	%		84	%		88	%		76	%		17,142			15,429			13,858
Illinois			3		23.6		4.3	%		812.5		93	%		80	%		83	%		78	%		25,099			24,490			16,702
Indiana			1		9.8		1.8	%		427.2		77	%		79	%		76	%		73	%		17,661			16,992			17,115
Iowa			2		14.4		2.6	%		586.7		75	%		74	%		75	%		59	%		11,759			10,554			8,973
Kansas			2		5.6		1.0	%		302.6		73	%		77	%		74	%		85	%		7,693			6,570			7,194
Kentucky			1		3.0		0.5	%		111.5		56	%		83	%		82	%		92	%		2,721			2,930			3,030
Maine			1		1.8		0.3	%		196.6		52	%		77	%		72	%		80	%		1,586			1,757			1,406
Massachusetts			4		9.6		1.8	%		714.5		67	%		70	%		72	%		71	%		13,036			12,192			14,529
Missouri			2		45.6		8.4	%		3,055.0		76	%		74	%		75	%		70	%		35,731			34,020			34,645
Nebraska			2		4.7		0.9	%		218.5		90	%		88	%		88	%		90	%		9,120			8,514			8,027
New York			2		12.8		2.4	%		573.2		71	%		61	%		62	%		69	%		6,999			7,017			5,426
North Carolina			2		11.1		2.0	%		386.6		60	%		58	%		60	%		65	%		7,593			8,522			8,059
Ohio			2		9.9		1.8	%		398.3		100	%		100	%		100	%		100	%		12,001			12,029			7,873
Oklahoma			1		1.4		0.3	%		107.7		93	%		98	%		98	%		94	%		2,166			2,083			1,986
Oregon			5		45.2		8.3	%		1,878.3		74	%		74	%		73	%		75	%		37,431			37,879			37,557
Pennsylvania			4		41.8		7.7	%		1,470.1		67	%		77	%		75	%		77	%		42,137			48,276			37,302
South Carolina			1		2.5		0.5	%		95.9		42	%		74	%		68	%		71	%		1,863			1,944			1,850
South Dakota			1		3.1		0.6	%		151.1		86	%		76	%		76	%		74	%		4,921			4,805			5,084
Tennessee			2		12.4		2.3	%		534.5		70	%		52	%		54	%		62	%		16,060			14,515			16,021
Texas			3		16.5		3.0	%		612.6		78	%		72	%		71	%		88	%		21,386			24,771			15,144
Utah			1		11.1		2.0	%		455.2		91	%		91	%		90	%		86	%		9,761			9,671			9,461
Virginia			2		8.6		1.6	%		349.4		90	%		84	%		84	%		90	%		11,414			12,856			12,561
Washington			6		35.4		6.5	%		1,363.7		77	%		72	%		71	%		67	%		27,063			25,738			24,691
Wisconsin			3		22.3		4.1	%		794.1		81	%		79	%		78	%		77	%		17,510			17,081			16,654

	Subtotal/weighted average		87		535.8		98.2	%		23,301.9		75	%		77	%		77	%		77	%	$	514,763		$	519,697		$	468,128

Non-Operational Warehouses:
Mississippi			1		5.2		1.0	%		191.7		10	%		64	%		58	%		39	%	$	1,631		$	2,735		$	6,480
North Carolina			1		4.7		0.9	%		211.8		22	%		59	%		58	%		52	%		2,976			3,057			4,708

	Subtotal		2		10.0		1.8	%		403.5													$	4,607		$	5,792		$	11,189

Subtotal/weighted average			89		545.7		100.0	%		23,705.4		74	%		77	%		76	%		77	%		519,370		$	525,488		$	479,317

Sold and other																								(989	)		741			1,614

	Total Warehouses																						$	518,381		$	526,230		$	480,931

Managed Warehouses:
California			1		4.6		4.5	%		131.5		N/A			N/A			N/A			N/A		$	11,242		$	11,609		$	10,982
Iowa			1		1.9		1.9	%		63.1		N/A			N/A			N/A			N/A			1,302			1,432			1,467
Minnesota			1		6.5		6.3	%		216.6		N/A			N/A			N/A			N/A			—			—			—
Nebraska			1		7.2		7.1	%		178.7		N/A			N/A			N/A			N/A			10,631			7,967			—
Pennsylvania			2		20.2		19.8	%		781.1		N/A			N/A			N/A			N/A			21,238			20,392			19,054
South Dakota			1		2.8		2.7	%		131.2		N/A			N/A			N/A			N/A			1,618			1,720			1,652
Tennessee			2		9.9		9.7	%		316.6		N/A			N/A			N/A			N/A			7,691			7,264			7,427
Texas			3		32.2		31.5	%		1,185.4		N/A			N/A			N/A			N/A			18,923			19,125			19,300
Virginia			1		11.4		11.2	%		348.1		N/A			N/A			N/A			N/A			5,694			5,550			5,955
Canada			1		5.3		5.2	%		167.1		N/A			N/A			N/A			N/A			3,119			2,978			3,704

	Subtotal/weighted average		14		102.0		100.0	%		3,519.4													$	81,459		$	78,036		$	69,540

Acquired Managed Warehouse																								—			(12	)		19,483

	Total Managed Warehouses																						$	81,459		$	78,023		$	89,023

GRAND TOTAL			103		647.7					27,224.8

Occupancy rates in the above table are in absolute amounts based on usage of total potential storage space available within a warehouse. We do not believe that a 100% occupancy rate is always optimal. Rather, we believe that occupancy of approximately 90% is optimal because it allows for efficient putaway, storage and retrieval of our warehouse tenants' products. Accordingly, we deem 90% occupancy to be "full occupancy". We allow our warehouses to have occupancy rates above this "full" amount to the extent that we determine it to be beneficial to our customer relationship or where we are able to derive additional revenues which may partially offset the resulting cost increases.

Comparison of Operating Results for the Nine Months Ended September 30, 2009 and 2008

The following table presents combined historical results of operations for the nine months ended September 30, 2008 and was derived from the audited consolidated financial statements of Americold predecessor for the period January 1, 2008 through March 31, 2008 and the unaudited consolidated financial statements of Americold successor for the period from April 1, 2008 through September 30, 2008 (dollars in thousands).

The historical results of operations are being presented solely to assist comparison across the periods. The successor period for 2008 in the operating results includes the effect of fair value adjustments resulting from the 2008 Acquisition. Due to the change in the basis of accounting resulting from Yucaipa's step acquisition, whereby Yucaipa's basis was pushed down to our financial statements, Americold predecessor's consolidated financial statements and Americold successor's consolidated financial statements are not necessarily comparable.

The combined information is a non-GAAP financial measure and should not be used in isolation or substitution of the results of operations of either Americold predecessor or Americold successor. This data is being presented for informational purposes only and does not purport to represent or be indicative of the results of operations that actually would have been obtained had the 2008 Acquisition occurred on January 1, 2008 or that may be obtained for any future period.

			Americold Successor												Americold Predecessor						Combined

			Nine Months Ended September 30, 2009			Percent of Segment Revenue			Period From April 1, 2008 through September 30, 2008			Percent of Segment Revenue			Period From January 1, 2008 through March 31, 2008			Percent of Segment Revenue			(Non-GAAP) Nine Months Ended September 30, 2008			Percent of Segment Revenue			Change ($)			Change (%)
Revenues
	Warehouse segment		$	363,448					$	254,647					$	127,531					$	382,178					$	(18,730	)		-5	%
	Transportation segment			149,345						131,083						65,259						196,342						(46,997	)		-24	%
	Warehouse management segment			61,501						42,180						20,475						62,655						(1,154	)		-2	%
	Other segment			6,716						5,002						2,367						7,369						(653	)		-9	%

		Total revenues		581,010						432,912						215,632						648,544						(67,534	)		-10	%
Cost of Operations (excluding general and administrative expenses and depreciation, depletion and amortization expense)
	Warehouse segment			243,699						175,981						89,084						265,065						(21,366	)		-8	%
	Transportation segment			140,280						124,836						62,958						187,794						(47,514	)		-25	%
	Warehouse management segment			56,111						38,619						18,601						57,220						(1,109	)		-2	%
	Other segment			4,035						3,211						1,256						4,467						(432	)		-10	%

		Total cost of operations (excluding general and administrative expenses and depreciation, depletion and amortization expense)		444,125						342,647						171,899						514,546						(70,421	)		-14	%
Segment EBITDA
	Warehouse segment			119,749			33	%		78,666			31	%		38,447			30	%		117,113			31	%		2,636			2	%
	Transportation segment			9,065			6	%		6,247			5	%		2,301			4	%		8,548			4	%		517			6	%
	Warehouse management segment			5,390			9	%		3,561			8	%		1,874			9	%		5,435			9	%		(45	)		-1	%
	Other segment			2,681			40	%		1,791			36	%		1,111			47	%		2,902			39	%		(221	)		-8	%

		Total segment EBITDA		136,885						90,265						43,733						133,998						2,887			2	%
Unallocated Corporate Costs — net
	General and administrative expenses			43,589						23,902						11,628						35,530						8,059			23	%
	Interest income			(126	)					(490	)					(275	)					(765	)					639			-84	%
	Other (income) expense			(413	)					(16	)					(8	)					(24	)					(389	)		*

		Total unallocated corporate costs — net		43,051						23,397						11,344						34,741						8,310			24	%
Total EBITDA				93,834						66,868						32,389						99,257						(5,423	)		-5	%
	Depreciation, depletion and amortization expense			72,125						45,521						20,998						66,519						5,606			8	%
	Interest expense			49,050						32,848						16,122						48,970						80			0	%
	Income tax (benefit) expense			(2,785	)					170						(79	)					91						(2,876	)		*

Net Loss			$	(24,555	)				$	(11,671	)				$	(4,652	)				$	(16,323	)				$	(8,232	)		50	%

Warehouse revenue decreased by $18.7 million for the nine-month period ended September 30, 2009 compared to the same period in 2008. There was a $19.1 million decline in revenue as a result of our warehouse tenants reducing their inventory levels to adjust to their customers' demand. Our warehouse tenants reduced their production volume, utilized product already stored in our temperature-controlled warehouses to meet their customers' demand and did not replenish their inventory levels. These circumstances led to a decline in warehouse tenants' average inventory levels and contributed to a decrease in our occupancy percentage from 77% to 74%. Additionally, as part of our cost reduction plan, we consolidated certain of our warehouse tenants into a smaller number of warehouses, which resulted in a net reduction of $5.9 million of

revenue. As a result, two of our warehouses became inactive. These declines in revenue were offset by rate increases of $6.3 million.

Transportation revenue decreased by $47.0 million for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily the result of a $25.0 million reduction in fuel surcharges, as fuel prices declined in 2009 compared to 2008. Additionally, we lost volume as certain of our warehouse tenants experienced a decline in their sales volume and, in order to reduce cost, downgraded their shipments from trailer to rail service, which we do not broker.

Warehouse management revenue decreased by $1.2 million for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily the result of a decline of costs incurred by our warehouse tenants' operations for which we are reimbursed, partially offset by incremental revenue from a new managed warehouse that began to operate in March 2009.

Other revenue decreased by $0.7 million for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily the result of a decline in limestone sales from our quarry operations.

Cost of Operations (excluding general and administrative expenses and depreciation, depletion and amortization expense)

Warehouse cost of operations decreased by $21.4 million for the nine-month period ended September 30, 2009 compared to the same period in 2008. The decline in cost of operations is primarily the result of our cost reduction initiatives, which focused on reduction of labor costs, consolidation of temperature-controlled warehouses and a reduction of power consumption. The reduction of labor costs, when coupled with volume declines, was $12.5 million. Consolidation of certain temperature-controlled warehouses led to a decrease of $4.2 million in cost of operations, and power consumption initiatives led to $1.7 million of cost reductions.

Transportation cost of operations decreased by $47.5 million for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily the result of a $23.6 million reduction in fuel costs as fuel prices declined in 2009 compared to 2008. Additionally, the reduction in transportation revenue volume directly reduced our third-party freight costs, and we reduced our labor force to match our customer volume.

Warehouse management cost of operations decreased by $1.1 million for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily as a result of a decline in our warehouse tenants' manufacturing volume, partially offset by the incremental cost of operations from a new managed warehouse that began to operate in March 2009.

Other cost of operations decreased by $0.4 million for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily as a result of the reduction in revenue.

Warehouse segment EBITDA increased by $2.6 million for the nine-month period ended September 30, 2009 compared to the same period in 2008, notwithstanding a reduction of revenue of $18.7 million. Our cost reduction initiatives, which focused on labor savings, consolidation of temperature-controlled warehouses and a reduction of power consumption, led to improved operating performance that resulted in segment EBITDA as a percentage of segment revenues increasing from 31% to 33%.

Transportation segment EBITDA increased by $0.5 million for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily the result of the mix of services performed and a reduction in our labor costs. This contributed to an increase in segment EBITDA as a percentage of segment revenues from 4% to 6%.

Warehouse management segment EBITDA and warehouse management segment EBITDA as a percentage of segment revenues remained flat for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily the result of incremental segment EBITDA from the new managed warehouse operations that began to operate in March 2009, offset by less segment EBITDA resulting from the lower volume of business in the remainder of our warehouse management operations.

Other segment EBITDA decreased by $0.2 million for the nine-month period ended September 30, 2009 compared to the same period in 2007, primarily the result of the reduction of revenue from our quarry operations.

General and administrative expenses increased by $8.1 million for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily the result of $4.3 million of acquisition costs related to the formation transactions, $2.7 million of severance costs related to our cost reduction plan, and $1.8 million related to business development costs, such as personnel, consultants and travel costs, in our developing markets.

Interest income decreased by $0.6 million for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily the result of lower interest rates during 2009.

Depreciation, depletion and amortization expense increased by $5.6 million for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily the result of $3.5 million from nine months of incremental depreciation and amortization from increased asset values and adjustments to useful lives resulting from the 2008 Acquisition, and from a full period of depreciation expense on prior year capital expenditures and depreciation expense on current year capital expenditures. Additionally, this increase includes a $0.2 million impairment charge recognized on the transportation customer relationship intangible asset.

Interest expense remained relatively flat for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily the result of an increase of $0.6 million of additional interest expense from the amortization of debt discount from the 2008 Acquisition, offset by a $0.5 million decrease in interest expense from capital lease obligations.

Income tax expense decreased by $2.9 million for the nine-month period ended September 30, 2009 compared to the same period in 2008, primarily the result of the incremental general and administrative expenses incurred by one of our TRSs during 2009 and a current year favorable adjustment from accelerated taxable depreciation expense on 2008 capital expenditures allowed under a governmental tax stimulus plan.

Comparison of Operating Results for the Years Ended December 31, 2008 and 2007

The following table presents combined historical results of operations for the year ended December 31, 2008, and was derived from the audited consolidated financial statements of Americold predecessor for the period January 1, 2008 through March 31, 2008 and Americold successor for the period from April 1, 2008 through December 31, 2008 (dollars in thousands).

The historical operating results are being presented solely to assist comparison across the years. The successor period for 2008 in the operating results includes the effect of fair value adjustments resulting from the 2008 Acquisition. Due to the change in the basis of accounting resulting from Yucaipa's step acquisition, whereby Yucaipa's basis was pushed down to our financial statements, Americold predecessor's consolidated financial statements and Americold successor's consolidated financial statements are not necessarily comparable.

The combined information is a non-GAAP financial measure and should not be used in isolation or substitution of the results of operations of either Americold predecessor or Americold successor. This data is being presented for informational purposes only and does not purport to represent or be indicative of the results that actually would have been obtained had the 2008 Acquisition occurred on January 1, 2008 or that may be obtained for any future period.

			Combined						Americold Successor						Americold Predecessor

			(Non-GAAP) Year Ended December 31, 2008			Percent of Segment Revenue			Period From April 1, 2008 through December 31, 2008			Percent of Segment Revenue			Period From January 1, 2008 through March 31, 2008			Percent of Segment Revenue			Year Ended December 31, 2007			Percent of Segment Revenue			Change ($)			Change (%)
Revenues
	Warehouse segment		$	518,381					$	390,850					$	127,531					$	526,230					$	(7,849	)		-1	%
	Transportation segment			260,305						195,046						65,259						233,345						26,960			12	%
	Warehouse management segment			81,459						60,984						20,475						78,023						3,436			4	%
	Other segment			9,467						7,100						2,367						9,428						39			0	%

		Total revenues		869,612						653,980						215,632						847,026						22,586			3	%
Cost of Operations (excluding general and administrative expenses and depreciation, depletion and amortization expense)
	Warehouse segment			348,816						259,732						89,084						373,696						(24,880	)		-7	%
	Transportation segment			248,283						185,325						62,958						224,500						23,783			11	%
	Warehouse management segment			74,208						55,607						18,601						70,960						3,248			5	%
	Other segment			5,766						4,510						1,256						5,124						642			13	%

		Total cost of operations (excluding general and administrative expenses and depreciation, depletion and amortization expense)		677,073						505,174						171,899						674,280						2,793			0	%
Segment EBITDA
	Warehouse segment			169,565			33	%		131,118			34	%		38,447			30	%		152,534			29	%		17,031			11	%
	Transportation segment			12,022			5	%		9,721			5	%		2,301			4	%		8,845			4	%		3,177			36	%
	Warehouse management segment			7,251			9	%		5,377			9	%		1,874			9	%		7,063			9	%		188			3	%
	Other segment			3,701			39	%		2,590			36	%		1,111			47	%		4,304			46	%		(603	)		-14	%

		Total segment EBITDA		192,539						148,806						43,733						172,746						19,793			11	%
Unallocated Corporate Costs — net
	General and administrative expenses			49,620						37,992						11,628						44,260						5,360			12	%
	Interest income			(847	)					(572	)					(275	)					(2,607	)					1,760			-68	%
	Other (income) expense			(835	)					(827	)					(8	)					72						(907	)		*
	Gain on sale of real estate			—						—						—						(1,161	)					1,161			*

		Total unallocated corporate costs — net		47,939						36,595						11,344						40,563						7,376			18	%
Total EBITDA				144,600						112,211						32,389						132,183						12,417			9	%
	Depreciation, depletion and amortization expense			89,991						68,993						20,998						83,651						6,340			8	%
	Interest expense			65,483						49,361						16,122						65,168						315			0	%
	Income tax expense (benefit)			717						796						(79	)					775						(58	)		*

Net Loss			$	(11,591	)				$	(6,939	)				$	(4,652	)				$	(17,411	)				$	5,820			-33	%

Warehouse revenue decreased by $7.8 million for the year ended December 31, 2008 compared to the same period in 2007, primarily the result of decreased inventory turns of the products that our warehouse tenants store in our temperature-controlled warehouses and a slight decrease in occupancy from 77% to 76%, partially offset by rate increases. The net effect of the decreased inventory turns and lower occupancy levels was a net decline in revenue of $22.3 million, which was partially offset by rate increases of $14.4 million.

Transportation revenue increased by $27.0 million for the year ended December 31, 2008 compared to the same period in 2007, primarily the result of $11.2 million of incremental transportation revenue gained from additional temperature-controlled warehouses acquired or leased during 2006, which were integrated with our transportation business during 2007. Additionally, we generated $5.5 million of revenue from a new customer and $4.5 million of

incremental revenue from the launch of our asset-based transportation business during 2007. Higher fuel prices also added to the revenue increase.

Warehouse management revenue increased by $3.4 million for the year ended December 31, 2008 compared to the same period in 2007, primarily the result of $2.7 million more in revenue in 2008 compared to 2007 from a new managed warehouse that began to operate in February 2007.

Other revenue remained flat for the year ended December 31, 2008 compared to the same period in 2007.

Cost of Operations (excluding general and administrative expenses and depreciation, depletion and amortization expense)

Warehouse cost of operations decreased by $24.9 million for the year ended December 31, 2008 compared to the same period in 2007. The decline of cost of operations includes a reduction of variable labor expense by $11.8 million as a result of the decline in revenue and the implementation of labor reduction initiatives. Adding to the decline of cost of operations is a reduction of $7.6 million from our self-insured workers compensation and medical and dental plans, as we improved our workplace safety records, benefited from a lower occurrence rate of claims, reduced the number of claimed participants from regular dependency audits and adjusted the allocation of costs between us and our employees. The decline in cost of operations also resulted from a reduction of $4.2 million of insurance and customer claims.

Transportation cost of operations increased by $23.8 million for the year ended December 31, 2008 compared to the same period in 2007, primarily the result of incremental carrier cost associated with the $27.0 million increase in transportation revenue.

Warehouse management cost of operations increased by $3.2 million for the year ended December 31, 2008 compared to the same period in 2007, primarily the result of costs associated with an increase of $2.5 million in operating costs in 2008 related to a new managed warehouse that began to operate in February 2007.

Other cost of operations increased by $0.6 million for the year ended December 31, 2008 compared to the same period in 2007, primarily as a result of inflationary factors.

Warehouse segment EBITDA increased by $17.0 million for the year ended December 31, 2008 compared to the same period in 2007, resulting in segment EBITDA as a percentage of segment revenues increasing from 29% to 33%. These improvements are primarily the result of the cost reductions discussed under cost of operations more than offsetting the decline in revenues discussed under revenues.

Transportation segment EBITDA increased by $3.2 million for the year ended December 31, 2008 compared to the same period in 2007, primarily the result of the increase in revenues. Segment EBITDA increased as a percentage of segment revenues from 4% to 5%, primarily as a result of the increased revenues from higher margin asset-based transportation revenues.

Warehouse management segment EBITDA increased by $0.2 million for the year ended December 31, 2008 compared to the same period in 2007, primarily resulting from the full year of business gained on new managed warehouse operations that began to operate in February 2007. Warehouse management segment EBITDA as a percentage of segment revenues remained flat at 9%.

Other segment EBITDA decreased by $0.6 million for the year ended December 31, 2008 compared to the same period in 2007. Other segment EBITDA as a percentage of segment revenues decreased from 46% to 39%, primarily the result of increased maintenance expense.

General and administrative expenses increased by $5.4 million for the year ended December 31, 2008 compared to the same period in 2007, primarily as a result of:

Interest income decreased by $1.8 million for the year ended December 31, 2008 compared to the same period in 2007, primarily the result of higher average cash balances maintained during 2007 prior to the completion of the acquisition of the ConAgra Assets, combined with higher interest rates earned during 2007.

Other income and expenses increased by $0.9 million for the year ended December 31, 2008 compared to the same period in 2007, primarily the result of death benefit proceeds received during 2008 from company-owned life insurance policies held within a Rabbi trust for the benefit of our Supplemental Executive Retirement Plan ("SERP").

Gain on sale of real estate decreased by $1.2 million for the year ended December 31, 2008 compared to the same period in 2007. This gain relates to the sale of one of our owned warehouses that was completed in July 2007.

Depreciation, depletion and amortization expense increased by $6.3 million for the year ended December 31, 2008 compared to the same period in 2007, primarily the result of $4.7 million of incremental depreciation and amortization from increased asset values and adjustments to useful lives resulting from the 2008 Acquisition. The remainder resulted from a full year of expense on prior year capital expenditures and depreciation expense on current year capital expenditures.

Interest expense remained relatively flat for the year ended December 31, 2008 compared to the same period in 2007, primarily the result of $1.7 million of additional interest expense from the amortization of debt discount from the 2008 Acquisition, which was offset by a reduction of $0.6 million from the fair value adjustment to deferred financing costs from the 2008 Acquisition and a $0.7 million decrease in interest expense from capital lease obligations.

Income tax expense remained relatively flat for the year ended December 31, 2008 compared to the same period in 2007. Despite the reduction of net losses, the TRS results were consistent year over year.

Comparison of Operating Results for the Years Ended December 31, 2007 and 2006

The following table illustrates the changes in revenue, cost of operations, segment EBITDA, unallocated corporate costs, EBITDA and net loss for the year ended December 31, 2007 compared to the year ended December 31, 2006 (dollars in thousands).

			Americold Predecessor

			For the Years Ended December 31,
			2007			Percent of Segment Revenues			2006			Percent of Segment Revenues			Change ($)			Change (%)
Revenues
	Warehouse segment		$	526,230					$	480,931					$	45,299			9	%
	Transportation segment			233,345						198,563						34,782			18	%
	Warehouse management segment			78,023						89,023						(11,000	)		-12	%
	Other segment			9,428						9,939						(511	)		-5	%

		Total revenues		847,026						778,456						68,570			9	%
Cost of Operations (excluding general and administrative expenses and depreciation, depletion and amortization expense)
	Warehouse segment			373,696						329,004						44,692			14	%
	Transportation segment			224,500						192,428						32,072			17	%
	Warehouse management segment			70,960						81,378						(10,418	)		-13	%
	Other segment			5,124						5,192						(68	)		-1	%

		Total cost of operations (excluding general and administrative expenses and depreciation, depletion and amortization expense)		674,280						608,002						66,278			11	%
Segment EBITDA
	Warehouse segment			152,534			29	%		151,927			32	%		607			0	%
	Transportation segment			8,845			4	%		6,135			3	%		2,710			44	%
	Warehouse management segment			7,063			9	%		7,645			9	%		(582	)		-8	%
	Other segment			4,304			46	%		4,747			48	%		(443	)		-9	%

		Total segment EBITDA		172,746						170,454						2,292			1	%
Unallocated Corporate Costs — net
	General and administrative expenses			44,260						47,342						(3,082	)		-7	%
	Interest income			(2,607	)					(5,009	)					2,402			-48	%
	Other (income) expense			72						(1,787	)					1,858			*
	Gain on sale of real estate			(1,161	)					(2,098	)					937			*

		Total unallocated corporate costs — net		40,563						38,449						2,114			5	%
EBITDA				132,183						132,005						178			0	%
	Depreciation, depletion and amortization expense			83,651						73,025						10,626			15	%
	Interest expense			65,168						81,890						(16,722	)		-20	%
	Income tax expense			775						1,835						(1,060	)		*

Net Loss			$	(17,411	)				$	(24,745	)				$	7,334			-30	%

Warehouse revenue increased by $45.3 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of the addition of seven temperature-controlled warehouses that were acquired or leased during 2006. During 2006, we entered into operating leases for two temperature-controlled warehouses, and acquired or leased the ConAgra Assets. We also completed an expansion of an existing warehouse in December 2006. The full year of business gained from the seven additional temperature-controlled warehouses and expansion of the existing warehouse resulted in $47.8 million of incremental revenue in 2007 as compared to 2006. Additionally, 2007 warehouse revenue included $10.8 million of rate increases. These revenue increases were partially offset by a slight decrease in inventory volume and lost business.

Transportation revenue increased by $34.8 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of $27.3 million of incremental transportation revenue from the temperature-controlled warehouses acquired or leased during 2006, and $8.0 million of revenue from the launch of our asset-based transportation business during 2007.

Warehouse management revenue decreased by $11.0 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of three managed warehouses that we acquired from ConAgra Foods during 2006. Upon acquisition of these three warehouses, the warehouse management arrangements terminated and the warehouses began operating under warehouse agreements. The full year loss of revenue from these three managed warehouses was $19.5 million; however, such lost revenue from these warehouses is included in the increased revenue within the warehouse segment. The decrease of warehouse management revenue was partially offset by business gained on new managed warehouse operations that began to operate in February 2007 and contributed $8.0 million of incremental revenue in 2007.

Other revenue decreased by $0.5 million for the year ended December 31, 2007 compared to the same period in 2006, primarily due to reduced revenues from our quarry operation.

Cost of Operations (excluding general and administrative expenses and depreciation, depletion and amortization expense)

Warehouse cost of operations increased by $44.7 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of seven additional temperature-controlled warehouses that were acquired or leased during 2006. The full year cost of operations from the seven additional temperature-controlled warehouses for 2007 and expansion of the existing warehouse was $46.2 million. Included in the cost of operations were start-up and integration costs that were expensed as incurred and incremental operating lease expense from the additional temperature-controlled warehouses. Excluding the effect of the incremental business, cost of operations remained relatively flat, as reductions in variable costs were largely offset by increases in non-controllable fixed costs.

Transportation cost of operations increased by $32.1 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of $26.2 million of incremental costs associated with transportation business from the additional temperature-controlled warehouses acquired or leased during 2006 and from $7.2 million of costs and first-year start-up costs from the launch of our asset based transportation business during 2007.

Warehouse management cost of operations decreased by $10.4 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of the three managed warehouses that we acquired from ConAgra Foods during 2006. The full year decline in costs from these three warehouses was $17.8 million. The decrease of warehouse management

costs was partially offset by $7.7 million in additional costs related to a new managed warehouse that began to operate in at the end of February 2007.

Other cost of operations remained flat for the year ended December 31, 2007 compared to the same period in 2006.

Warehouse segment EBITDA increased by $0.6 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of the seven additional temperature-controlled warehouses that were acquired or leased during 2006. The warehouse segment EBITDA as a percentage of segment revenue decreased from 32% to 29%, primarily as a result of start-up and integration costs incurred during the first year of operating the additional temperature-controlled warehouses.

Transportation segment EBITDA increased by $2.7 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of the costs associated with incremental transportation revenue from the additional temperature-controlled warehouses acquired or leased during 2006, and the incremental revenue from the launch of our asset-based transportation business during 2007. The transportation segment EBITDA increased as a percentage of segment revenue from 3% to 4%, primarily as a result of the higher margin earned on the asset-based transportation service offering.

Warehouse management segment EBITDA decreased by $0.6 million for the year ended December 31, 2007 compared to the same period in 2006, primarily from the revenue and costs effects of the loss of three managed warehouses that we acquired from ConAgra Foods during 2006, which are included in the warehouse segment.

Other segment EBITDA decreased by $0.4 million for the year ended December 31, 2007 compared to the same period in 2006, primarily due to reduced revenues from our quarry operation.

General and administrative expenses decreased by $3.1 million for the year ended December 31, 2007 compared to the same period in 2006, primarily as a result of $1.3 million reduction of net periodic costs related to defined benefit plans resulting from favorable market performance on the pension assets and $2.2 million reduction of consulting and professional fees.

Interest income decreased by $2.4 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of maintaining a higher average cash balance in the prior year in order to consummate the acquisition of the ConAgra Assets during 2006, combined with higher interest rates incurred in the prior year.

Other income and expenses decreased by $1.9 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of $1.5 million of other income recognized in the prior year from a settlement on an obligation for an amount less than its carrying value on our financial statements.

Gain on sale of real estate decreased by $0.9 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of the gain recognized from the sale of one of our temperature-controlled warehouses during the prior year exceeding the gain recognized on the sale of another temperature-controlled warehouse during 2007.

Depreciation, depletion and amortization expense increased by $10.6 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of $9.5 million

of additional expense from a full year of depreciation and amortization on the assets acquired or leasehold improvements on the seven additional temperature-controlled warehouses and expansion of an existing warehouse during 2006.

Interest expense decreased by $16.7 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of $780.0 million of mortgage loans that were defeased during December 2006. The interest expense for 2006 included $14.6 million of defeasance costs and a $7.2 million charge to write-off the remaining deferred financing costs from the defeased mortgage loans. The decline of interest expense was partially offset by higher average debt balances outstanding from the $1.05 billion of new mortgage loans issued during December 2006, and from the overall lower average interest rate on the December 2006 mortgage loans compared with the defeased mortgage loans from the prior year.

Income tax expense decreased by $1.1 million for the year ended December 31, 2007 compared to the same period in 2006, primarily the result of the TRSs' incremental depreciation expense from personal property from the seven additional temperature-controlled warehouses.

We currently expect that our principal sources of working capital and funding for acquisitions and potential capital requirements for expansions and renovation of properties, developments projects, distributions to investors and debt service will include:

We believe that our sources of capital as noted above are adequate and will continue to be adequate to meet our short-term liquidity requirements and capital commitments. These liquidity requirements and capital commitments include:

We expect to utilize the same sources of capital we rely on to meet our short-term liquidity requirements to also meet our long-term liquidity requirements. We expect these resources will be adequate to fund our operating activities, debt service obligations and shareholder distributions and will be sufficient to fund our ongoing acquisition and development activities as well as providing capital for investment in future development projects.

To maintain our qualification as a REIT, we must pay dividends to our common shareholders aggregating annually at least 90% of our REIT taxable income. Please see "United States Federal Income Tax Considerations — Taxation of Our Company — Annual Distribution Requirements". While historically we have satisfied this distribution requirement by making cash distributions to our shareholders, we may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, our own common shares. Cash flows generated by our business were sufficient to cover our dividends and distributions for the years ended December 31, 2008, 2007 and 2006. Cash flows from our operations, which are included in "Net cash provided by operating activities" in our consolidated statements of cash flows, were sufficient to pay dividends on our common shares and distributions on our preferred shares for the years ended December 31, 2008 and 2007. Cash flows from our operations alone were not sufficient to pay such dividends and distributions for the year ended December 31, 2006. With respect to that year, we used proceeds from the mortgage loans to fund dividends and distributions not covered by cash from operating activities. Included in the common stock dividend in 2006 was a $185 million dividend in the form of a return of capital.

As a result of this distribution requirement, we cannot rely on retained earnings to fund our ongoing operations to the same extent as other corporations that are not REITs. If we do not have sufficient funds available to us through our operations to continue operating our business as usual, we may need to find alternative ways to increase our liquidity. Such alternatives may include, among other things, divesting ourselves of temperature-controlled warehouses (whether or not the sales price is optimal or that they otherwise meet our strategic long term objectives), issuing and selling our debt and equity in public or private transactions (whether or not at favorable pricing or on favorable terms), entering into warehouse agreements with our warehouse tenants at lower rates or entering into warehouse agreement renewals with our existing warehouse tenants without an increase in rates at the time of renewal to address increased costs of operations or otherwise on suboptimal terms.

Upon completion of the formation transactions, we will employ approximately 12,400 people (based on information as of September 30, 2009), and 71 of our 175 operational warehouses will be unionized, governed by 66 different collective agreements. We successfully renegotiated 16 collective bargaining agreements which expired in 2009, and we are currently renegotiating four, without any labor disputes. We are also currently negotiating the termination of one collective bargaining agreement, and expect to negotiate the termination of a second collective bargaining agreement in 2010, in connection with the closure of two of our warehouses. Twelve collective bargaining agreements are scheduled for re-negotiation in 2010, and we do not anticipate any disruption of services due to contract negotiations. We believe that we have a good working relationship with our unions, and there has been no labor dispute at any of our warehouses in over a decade.

Customarily, we receive warehouseman's liens on product held in our warehouses to secure warehouse tenant payments. Such liens permit us to take control of the product and sell it to third parties in order to recover any monies receivable on a delinquent account, but such products may be perishable or otherwise not readily saleable by us. From the perspective of warehouse tenant receivables, as of September 30, 2009, we believe that account receivables delinquency levels were consistent with our historical norms and we believe that we maintain adequate bad debt reserves.

At any point in time, we have a significant amount of cash deposits in operating accounts with financial institutions. For cash balances held in the United States, the Federal Deposit Insurance Corporation ("FDIC") Board of Directors approved the Temporary Liquidity Guarantee Program that became effective on November 21, 2008. We maintain operating accounts with United States banks that participate in this program. It was created to strengthen confidence and encourage liquidity in the banking system by providing full coverage of non-interest bearing deposit transaction accounts regardless of dollar amount. There is no assurance that this program will continue for any extended period of time. If the FDIC program is amended to provide for lower levels of coverage of cash balances, we would undertake an alternative strategy of cash management to optimize and protect our cash resources. At September 30, 2009, cash balances in United States and Canada operating accounts were $74.8 million and $2.9 million, respectively.

Overview of Total Indebtedness Upon Completion of Offering and Formation Transactions

Upon completion of this offering and formation transactions, we will have total indebtedness of approximately $ billion, or approximately % of our total market capitalization, based on an assumed initial public offering price of the midpoint of the range indicated on the front cover of this prospectus. This indebtedness will consist of mortgage loans, senior secured notes and a revolving credit facility. The following table sets forth our historical indebtedness as of September 30, 2009 and our pro forma indebtedness which gives effect to the formation transactions (dollars in thousands).

On December 12, 2006, through our subsidiaries, we entered into an interest-only financing in an aggregate principal amount of $1.05 billion secured by senior first liens on 50 of our owned warehouse properties located in the United States. The total net aggregate carrying value of these 50 warehouses at September 30, 2009 is approximately $720 million. The mortgages mature in 2014 and 2016, as set forth in the table above. The mortgages are grouped into five separate pools, and the mortgages within each pool are cross-collateralized and cross-defaulted. However, no pool is cross-collateralized or cross-defaulted with any other pool.

Interest payable in respect of the mortgage loans varies among the different pools from 5.40% to 5.55% per annum (based on actual days elapsed during a 360-day year). Interest is payable monthly without scheduled amortization payments of principal prior to maturity. The mortgages are non-recourse to us, subject to specific non-recourse carve outs. Voluntary prepayments are not permitted prior to a specified permitted prepayment date, which is generally a few months prior to the maturity date, and permitted without penalty after such permitted prepayment date.

If our mortgage borrowers fail to maintain certain cash flow minimums and/or a debt service coverage ratio, the cash generated by those subsidiaries will be restricted and unavailable for us to use (a "cash trap event"), including use by us for discretionary spending and/or distributions to our shareholders. The required cash flow minimums vary from pool to pool. A cash trap event is currently in effect with respect to the Pool 1A tranche, resulting in the restriction of approximately $3.4 million of our subsidiaries' cash as of September 30, 2009. The restricted amount is determined on a monthly basis. The cash trap event is not an event of default.

Concurrent with the consummation of the offering, a subsidiary of our operating partnership expects to issue an aggregate of $ million of senior secured notes. The senior secured notes will be secured by properties acquired in the formation transactions located in the United States owned directly or indirectly by the note issuer.

On October 10, 2008, our subsidiary AmeriCold Logistics, LLC and certain of its subsidiaries, along with our subsidiaries Cold Chain Transportation, LLC and ART Real Estate Borrower I, LLC, entered into a revolving credit facility with Wells Fargo Foothill, LLC. On January 12, 2009, AmeriCold Logistics, LLC ceased to be a borrower (but continues to be a guarantor) under the Wells Fargo credit facility, following the contribution of its pledged assets to two newly formed subsidiaries, which are now co-borrowers under the Wells Fargo credit facility: Americold Logistics Transportation, LLC, to which certain contracts and business assets related to the transportation business were contributed, and Americold Logistics Managed, LLC, to which certain contracts and business assets related to the warehouse management business were contributed.

The Wells Fargo credit facility provides for borrowings of up to $50 million, including a $40 million sub-limit for letters of credit, subject to a borrowing base which, as of October 31, 2009, was $39.6 million. The Wells Fargo credit facility is currently secured by accounts receivable attributable to our warehouse management and transportation businesses and by three of our real estate assets (a fourth real estate asset is subject to a negative pledge). The Wells Fargo credit facility contains affirmative and negative covenants and an interest coverage ratio covenant, which are applicable solely to the activities of the warehouse management and transportation businesses. The scheduled maturity date of the Wells Fargo credit facility is October 10, 2013. The proceeds of the Wells Fargo credit facility have generally been used for general corporate needs of the

borrowers and to back letters of credit relating to various workers' compensation programs. At September 30, 2009, the balance of outstanding letters of credit was $17.1 million.

The interest rate for both borrowings and outstanding letters of credit under this facility is based upon the total outstanding usage of the facility. The facility originates in United States dollars and currently has interest rates equivalent to the United States prime rate or London Inter-Bank Offered Rate ("LIBOR") plus 300 basis points for balances drawn under $25.0 million. For amounts drawn over $25.0 million, the margin can go as high as 400 basis points above prime or LIBOR, as summarized below. Additionally, the facility includes an unused facility fee of 0.25% and a letter of credit fronting fee of 0.25%.

This facility accelerates if an event of default occurs under any tranche of the mortgage loans.

Upon completion of this offering and the formation transactions, we will have a pipeline of temperature-controlled warehouse development projects and expansion plans that total approximately $196 million, which do not involve capital commitments to third parties. Some or all of these projects and plans may not occur. However, in the event that some or all of them do, we propose to finance them through internally generated cash flows, through collateralized financing, and from proceeds from this offering and formation transactions. However, we may not be able to obtain finances or financing on terms that are acceptable to us.

The following table sets forth the historical maintenance capital expenditures that we have incurred for the nine months ended September 30, 2009 and for the periods April 1, 2008 to September 30, 2008, January 1, 2008 to March 31, 2008, and April 1, 2008 to December 31, 2008 and for the years ended December 31, 2007 and 2006 (dollars in thousands):

Maintenance capital expenditures for the nine months ended September 30, 2009 were comprised of $11.3 million related to real estate property and $11.8 million related to non-real estate property.

Upon completion of the offering and the formation transactions, we believe that we will incur approximately $40.0 to $50.0 million of maintenance capital expenditures on an annual basis to maintain the existing portfolio of temperature-controlled warehouses and personal property.

Our historical contractual obligations consist of our obligations under long-term debt agreements (including interest), leased facility obligations, capital leases agreements (including

interest), operating lease agreements, and purchase obligations as of September 30, 2009 as summarized in the following table (dollars in thousands):

In connection with the formation transactions and the issuance of the senior secured notes, we will acquire contractual obligations consisting of leased facility obligations, capital lease agreements (including interest) and operating lease agreements, as summarized in the following table (dollars in thousands):

At September 30, 2009, we had $0.8 million in outstanding surety bonds, primarily related to our temperature-controlled warehouses.

We have a significant capital lease for one of our temperature-controlled warehouses located in the State of Georgia that requires us to exercise our purchase option during 2015 for approximately $31.1 million. The amount of the purchase option is included in our capital lease obligation balance. We anticipate having the liquidity or financing available to complete the transaction.

We enter into fixed price power purchase agreements in certain deregulated markets that allow for us to obtain a maximum amount of electric capacity at a fixed rate per kilowatt. These contracts do not obligate us to purchase any minimum amounts, but would require negotiation if our capacity requirements materially differ from historical usage, for example, if we exceed these maximum thresholds. Exceeding these thresholds could have an impact on our incremental power purchase cost if we are unable to obtain favorable rates on the incremental purchases.

Comparison of nine months ended September 30, 2009 to nine months ended September 30, 2008

The following table presents the summarized consolidated cash flows for the nine months ended September 30, 2009 compared to the combined information for the consolidated cash flows for the nine months ended September 30, 2008. The combined information was derived from the audited consolidated financial statements of Americold predecessor for the period January 1, 2008 through March 31, 2008 and the unaudited consolidated financial statements of Americold successor for the period from April 1, 2008 through September 30, 2008. The successor period for 2008 includes the effect of fair value adjustments resulting from the 2008 Acquisition. Due to the change in the basis of accounting resulting from Yucaipa's step acquisition, whereby Yucaipa's basis was pushed down to our financial statements, Americold predecessor's consolidated financial statements and Americold successor's consolidated financial statements are not necessarily comparable. Such data is being presented for informational purposes only and does not purport to represent or be indicative of the results that actually would have been obtained had the 2008 Acquisition occurred on January 1, 2008 or that may be obtained for any future period (dollars in thousands):

For the nine months ended September 30, 2009, cash provided by operating activities was $62.5 million, compared to $53.0 million for the same nine months ended September 30, 2008. The increase was primarily due to normal fluctuations in working capital, offset by an increase of the net loss adjusted for non-cash charges. Cash used in investing activities was $27.1 million for the nine months ended September 30, 2009, as compared to cash used in investing activities of $33.3 million for the same period in 2008. The decrease in cash used in investing activities was primarily due to $19.6 million of acquisition related cost from the 2008 Acquisition paid during the prior year, offset by an increased investment in maintenance capital in the temperature-controlled warehouses in 2009. Cash used in financing activities was $24.5 million for the nine months ended September 30, 2009, as compared to cash provided by financing activities of $1.8 million for the same period in 2008. This increase in cash used was due primarily to the effect of a capital contribution of $18.1 million from our shareholders in 2008 and an increase in dividend distributions in 2009 in comparison to 2008.

Comparison of year ended December 31, 2008 to year ended December 31, 2007

The following table presents the combined information for consolidated cash flows for the year ended December 31, 2008 compared to the year ended December 31, 2007. The combined information was derived from the audited consolidated financial statements of Americold predecessor for the period January 1, 2008 through March 31, 2008 and Americold successor for the period from April 1, 2008 through December 31, 2008. The successor period for 2008 includes the effect of fair value adjustments resulting from the 2008 Acquisition. Due to the change in the basis of accounting resulting from Yucaipa's step acquisition, whereby Yucaipa's basis was pushed down to our financial statements, the Americold predecessor consolidated financial statements and Americold successor consolidated financial statements are not necessarily comparable. This data is being presented for informational purposes only and does not purport to represent or be indicative of the results that actually would have been obtained had Yucaipa's 2008 Acquisition occurred on January 1, 2008 or that may be obtained for any future period (dollars in thousands):

For the year ended December 31, 2008, cash provided by operating activities was $84.3 million as compared to $51.2 million for the same period in 2007. The increase was primarily due to the net loss adjusted for non-cash charges, which contributed $12.4 million of increased cash in 2008 from the increased warehouse segment EBITDA and normal fluctuations in working capital, which increased net cash provided by operating activities by $20.8 million in 2008 primarily

due to improved cash collections. Cash used in investing activities was $39.2 million for the year ended December 31, 2008, as compared to cash used in investing activities of $95.5 million for the same period in 2007. The decrease was primarily due to the significant investment to acquire the ConAgra Assets in 2007, offset by $19.6 million of acquisition related cost from the 2008 Acquisition paid during 2008. Cash used by financing activities was $1.5 million for the year ended December 31, 2008, as compared to cash used by financing activities of $25.3 million for the same period in 2007 primarily due to a capital contribution of $18.1 million from our shareholders in 2008, and a repayment of a $5.7 million mortgage note in 2007. In 2008, less dividends were paid to shareholders as compared to 2007; however, this was offset by cash used for a common share redemption.

Comparison of year ended December 31, 2007 to year ended December 31, 2006

The following table presents the summarized consolidated cash flows for the years ended December 31, 2007 and 2006 (dollars in thousands):

For the year ended December 31, 2007, cash provided by operating activities was $51.2 million as compared to $34.3 million for the same period in 2006. The increase was primarily due to a cash interest payment of $14.6 million to defease mortgage debt which was recorded as interest expense during 2006. Cash used in investing activities was $95.5 million for the year ended December 31, 2007, as compared to cash used in investing activities of $64.2 million for the same period in 2006. The increase in cash used was primarily due to the significant release of restricted cash during 2006 when the mortgage debt was defeased and was partially offset by a decrease in the amount of additions to property, plant and equipment as compared to 2006. Cash used by financing activities was $25.3 million for the year ended December 31, 2007, as compared to cash provided by financing activities of $97.1 million for the year ended December 31, 2006. This increase in cash used was primarily due to the proceeds raised from the new mortgage loans issued during 2006. The gross proceeds raised from these mortgage loans were used to defease then existing debt, issue a return of capital dividend on the common shares, and to acquire the temperature-controlled warehouses from ConAgra Foods.

As of September 30, 2009, we participated in two "multiemployer" pension plans administered by labor unions representing some of our employees. We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants. In the event that we withdraw from participation in one of these plans, then applicable law could require us to make an additional lump-sum contribution to the plan, and we would have to reflect that as an expense in our consolidated statement of income and as a liability on our consolidated balance sheet. Our withdrawal liability for any multiemployer plan would depend on the extent of the plan's funding of vested benefits. We have not incurred and do not expect to incur any material withdrawal liability in the near future. However, in the ordinary course of our renegotiation of collective bargaining

agreements with labor unions that maintain these plans, we could decide to discontinue participation in a plan, and in that event we could face a withdrawal liability.

The present value of all benefits vested under each multiemployer plan that we participated in as of September 30, 2009 (based on the labor union's assumptions used to fund such plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such plan allocable to such vested benefits. Based upon each of the multiemployer plans' most recent valuation, if we were determined to have fully withdrawn from their respective plans during 2009, our gross withdrawal liability would have been $8.6 million.

As of September 30, 2009 and 2008, respectively, and as of December 31, 2008 and 2007, respectively, we had no material off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income or loss determined in accordance with U.S. GAAP, excluding extraordinary items as defined under U.S. GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

FFO and FFO per common share are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO and FFO per common share should be evaluated along with U.S. GAAP net income and income per common share (the most directly comparable U.S. GAAP measures), as well as cash flow from operating activities, investing activities and financing activities, in evaluating the operating performance of equity REITs.

Management believes that FFO and FFO per common share are helpful to investors as supplemental performance measures because these measures exclude the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, these non-GAAP measures can facilitate comparisons of operating performance between periods and among other equity REITs.

FFO does not represent cash generated from operating activities in accordance with U.S. GAAP and is not necessarily indicative of cash available to fund cash needs as disclosed in our consolidated statements of cash flows. FFO should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flows as a measure of liquidity. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition and, accordingly, our FFO may not be comparable to such other REITs' FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance.

We calculate funds available for distribution, or FAD, as net income or loss determined in accordance with U.S. GAAP, adjusting for FFO items as defined by NAREIT, and excluding the non-cash effect of such items as non-real estate depreciation, amortization or impairments, stock based compensation expense, amortization of deferred financing costs, amortization of debt discount,

amortization of above or below market leases, straight line rents, and deducting the expenditures of recurring capital maintenance.

FAD does not represent net income in accordance with U.S. GAAP and is not necessarily indicative of results of operations as disclosed in our consolidated statements of income. FAD should not be considered as an alternative to net income. FAD does not have a uniform definition, and other REITs may not calculate FAD or calculate it in a consistent manner. Thus, our FAD may not be comparable to other REITs' FAD. Accordingly, FAD should be considered only as a supplement to our consolidated statement of income as a measure of our operating performance.

FAD and FAD per common share are used by management and our shareholders as supplement measures of the results of operations of the on-going operations of our company. FAD and FAD per common share should be evaluated along with U.S. GAAP net income and income per common share (the most directly comparable U.S. GAAP measures).

Management believes that FAD and FAD per common share are helpful to investors as supplemental performance measures for estimating value of our company and our on-going ability to pay dividends because these measures exclude the effect of gains or losses from sales of previously depreciated operating real estate assets and the non-cash effect of expenditures and income, and takes into consideration the expenditures of recurring capital maintenance required to maintain the existing portfolio of temperature-controlled warehouses and personal property.

The following table sets forth a reconciliation of our FFO and FAD from net loss (the most comparable U.S. GAAP measure) for the periods presented.

		Americold Successor			Combined			Americold Successor			Americold Predecessor			Combined			Americold Successor			Americold Predecessor

		Nine Months Ended September 30, 2009			(Non-GAAP) Nine Months Ended September 30, 2008			April 1, 2008 through September 30, 2008			January 1, 2008 through March 30, 2008			(Non-GAAP) Year Ended December 31, 2008			April 1, 2008 through December 31, 2008			January 1, 2008 through March 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2006
Net loss		$	(24,555	)	$	(16,323	)	$	(11,671	)	$	(4,652	)	$	(11,591	)	$	(6,939	)	$	(4,652	)	$	(17,411	)	$	(24,745	)
Preferred share dividends			(12	)		(63	)		—			(63	)		(126	)		(63	)		(63	)		(63	)		(63	)

Net loss attributable to common shares			(24,567	)		(16,386	)		(11,671	)		(4,715	)		(11,717	)		(7,002	)		(4,715	)		(17,474	)		(24,808	)
	Adjustments:
	Net gain on sale of depreciable real property														—			—			—			(1,161	)		(2,098	)
	Depreciation and amortization of real property		48,856			47,565			32,521			15,044			63,947			48,903			15,044			60,952			55,224

FFO attributable to common shares			24,289			31,179			20,850			10,329			52,230			41,901			10,329			42,317			28,318
	Adjustments:
	Depreciation and amortization of non-real estate property		23,269			18,955			12,999			5,956			26,044			20,088			5,956			22,699			17,801
	Maintenance capital expenditures		(23,074	)		(17,254	)		(13,041	)		(4,213	)		(18,711	)		(14,498	)		(4,213	)		(18,995	)		(14,819	)
	Compensation expense for options		385			—			—			—			15			15			—			—			—
	Amortization of deferred financing costs		310			283			75			208			365			157			208			941			7,439
	Amortization of debt discount		1,493			945			945			—			1,436			1,436			—			—			—
	Amortization of above-market leases		(1,212	)		(808	)		(808	)		—			(1,212	)		(1,212	)		—			—			—
	Amortization of below-market leases		987			658			658			—			987			987			—			—			—
	Straight line rent		238			(111	)		(107	)		(4	)		72			76			(4	)		(131	)		4

FAD attributable to common shares		$	26,685		$	33,847		$	21,571		$	12,276		$	61,225		$	48,949		$	12,276		$	46,831		$	38,743

Weighted average common shares outstanding			39,624			39,749			39,624			40,000			39,718			39,624			40,000			40,000			40,000
FFO per common share		$	0.61		$	0.78		$	0.53		$	0.26		$	1.32		$	1.06		$	0.26		$	1.06		$	0.71
FAD per common share			0.67			0.85			0.54			0.31			1.54			1.24			0.31			1.17			0.97

In December 2008, the Financial Accounting Standards Board, or FASB, issued a staff position that requires enhanced disclosures about the plan assets of our company's defined benefit pension and other postretirement plans. The enhanced disclosures required by this guidance are intended to provide users of financial statements with a greater understanding of: (i) how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies; (ii) the major categories of plan assets; (iii) the inputs and valuation techniques used to measure the fair value of plan assets; (iv) the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period; and (v) significant concentrations of risk within plan assets. This staff position is effective for our company for the year ending December 31, 2009.

In May 2009, the FASB issued new accounting guidance on accounting for and disclosing subsequent events that occur after the balance sheet date but prior to the issuance of the financial statements. This guidance requires disclosure of the date through which subsequent events were evaluated and the basis for that date. This guidance sets forth the following: (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for our company for the period ending June 30, 2009 and requires prospective application. The disclosures required by this guidance are included in notes to our audited consolidated financial statements and notes.

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates.

We expect to have approximately $ billion of outstanding fixed-rate indebtedness on a pro forma basis upon the completion of this offering and the formation transactions. Based on the level of fixed-rate debt expected to be outstanding upon completion of this offering and the formation transactions, a 100 basis point increase in market interest rates would result in a decrease in the fair value of this fixed-rate debt of approximately $ billion. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt of approximately $ billion.

The Global Cold Chain Alliance represents all major industries engaged in temperature-controlled logistics. GCCA unites partners to facilitate communication, networking, and education for the perishable food industry. Core partners include: The International Association of Refrigerated Warehouses ("IARW"), the World Food Logistics Organization ("WFLO"), the International Institute of Ammonia Refrigeration ("IIAR"), the International Refrigerated Transportation Association ("IRTA"), and the International Association for Cold Storage Construction ("IACSC").

Properties in the temperature-controlled warehouse industry play an essential role in supporting the food industry. As a result of the close ties with food businesses, demand for temperature-controlled warehouse space is derived from the stable economic profile of consumer non-discretionary product markets. The customer base is mainly food processors, grocery retailers, and restaurant, hotel and institutional food service businesses.

Total capacity of temperature-controlled warehouse space in the U.S. was 3.3 billion cubic feet as according to a July 2008 IARW Global Cold Storage Capacity Report.⁽¹⁾ Temperature-controlled warehouses are divided between users that outsource temperature-controlled warehouse needs to third parties and users such as food producers, distributors and retailers of in-house private warehouses. 75% of the total U.S. warehouse space is outsourced, compared to 25% that is comprised of in-house private warehouse space. Outsourced third-party warehouse space in the U.S. grew at a 3.8% compound annual growth or "CAGR" rate, from 956 million cubic feet in 1981 to 2.5 billion cubic feet in 2007.⁽²⁾ This compares to a 1.6% CAGR for in-house space. Growth in outsourced temperature-controlled warehousing is driven by both efficiency of the third-party providers and customers' desire to minimize capital investments.

The following chart sets forth the growth in U.S. temperature-controlled warehouse properties from 1981 to 2007, displaying outsourced third-party warehouse space as well as in-house private warehouse space.

Frozen foods take up the largest share of the products stored in temperature-controlled warehouses with 81.5% of the total volume, while chilled foods comprise 18.5% of the total volume. The following charts set forth the proportions of different products that are stored in U.S. temperature-controlled warehouses.

Source: U.S. Department of Agriculture, National Agricultural Statistics Service, Cold Storage, 2009.

Note: Product shares are based on pounds stored in both outsourced third-party warehouses and in-house private warehouses, as of August 31, 2009.

Global temperature-controlled warehouse space grew from 5.4 to 8.7 billion cubic feet from 1998 to 2008, representing a 4.9% CAGR. The temperature-controlled warehouse markets in Western Europe, Japan, and Australia are similar in size, relative to urban population, as compared to the U.S. market. Growth has been high in Eastern Europe during the past three years. In Russia, temperature-controlled warehouse space grew by over 500 million cubic feet in 2008 alone.

The following charts set forth the size of the temperature-controlled warehouse industry on both a total and per capita basis (urban population), as well as growth of the industry from 1998 through 2008.

Note: Capacity data generally for outsourced space. Data for India, Brazil and Russia are a mix of outsourced and in-house capacity. Historical data not available for Russia, Argentina, and Chile; as a result, there is no CAGR available for these countries.

Source: Urban population from the Economist Intelligence Unit; cold storage space from the Global Cold Chain Alliance.

In the U.S., the temperature-controlled warehouse industry revenue growth is forecasted to be 4% for 2010. Beyond 2010, the U.S. is expected to stabilize with a four-year revenue CAGR of 2%. GCCA expects continuation of trend growth rates in temperature-controlled warehouse construction and a near-term increase in utilization rates of existing warehouses. In other developed countries, temperature-controlled warehousing industry revenue growth is expected to be stable over the next five years. The capacity of the Western European temperature-controlled warehouse industry is not expected to grow in 2010. However, the utilization of Western European temperature-controlled warehouses is expected to increase in 2010 and beyond, resulting in an expected 2% growth in revenue in 2010 and a five year CAGR of less than 1%. In Japan, the temperature-controlled warehouse industry is expected to have no revenue growth over the next five years as a result of a decline in population and stagnation in the frozen food industry.

In developing countries generally, GCCA believes that growth in temperature-controlled warehouse capacity is expected to reach double digits annually over the next 15 years. China has the largest potential for expansion of temperature-controlled warehouse space, growing at approximately 10% annually for the next few years, with no expected delays in construction associated with the recession. Forecasts for capacity growth in Latin America are at 10% per year through 2014. In Eastern Europe and the former Soviet Union, construction starts are being postponed with expectation of growth resuming at 7% to 10% per year when financial conditions stabilize.

In addition to these growth forecasts based on GCCA field staff's perspectives, a view of the opportunities in developing countries is obtained based on a 15-year development horizon. In this analysis, opportunity should be understood as the estimated need for cold storage if the developing country's industry progresses to a stage in penetration that has been observed in developed markets over time. Findings from this opportunity scenario analysis are summarized in the chart below. The total opportunity in temperature controlled warehousing in developing countries is estimated at over 3 billion cubic feet.

China, for example, accounts for a substantial portion of the potential market, with more than 1.5 billion cubic feet of development potential. In order for China's temperature-controlled warehousing industry to reach this level of market penetration, a CAGR of 9% over the next

15 years would be required. GCCA finds that this growth rate is a reasonable rate of development, and tracks fairly well with the observed and anticipated construction starts that field staff reports.

Source: Urban population from the Economist Intelligence Unit; temperature-controlled warehouse space from Global Cold Chain Alliance.

Consumption of high-value food products housed in temperature-controlled warehouses depends on consumer income and preferences for convenience and variety. The primary drivers of demand for these specialty foods are:

Frozen foods are a $116 billion industry in the U.S. and a €78.9 billion industry in Europe, as of 2008.⁽³⁾ The U.S. frozen foods industry grew by 6.5% in retail sales value from 2007 to 2008, while the European frozen food industry grew at 7.4% over the same period.

Food retail sales value grew globally by 14% between 2003 and 2007⁽⁴⁾ during healthier economic times and a rapid increase in commodity input prices. The financial crisis and recession of 2008-2009 in the U.S. have interrupted the rapid growth in restaurant eating in favor of frozen foods consumed at home. This trend has affected the product mix stored in the temperature-controlled warehouses but has not reduced the demand for warehouse space.

Food processing companies in the U.S. faced financial pressures from 2006 through 2008, as sales growth stalled and margins tightened due to increased commodity input costs and an increase in energy costs. The cost pressures on food processors will increase the demand for temperature-controlled warehouse space to be provided on an outsourced basis.

Temperature-controlled warehouse capacity has been closely linked to personal income, as shown by correlations over time, referenced in the chart below. The correlation of income and temperature-controlled warehouse space has been strongest in the U.S., because of the characteristics of the processed food industry and consumers' demand for prepared frozen foods.

Correlation of Temperature-Controlled Warehouse Capacity and Income by Area (1998-2008)

Source: Personal disposable income per capita from the Economist Intelligence Unit; temperature-controlled warehouse space from Global Cold Chain Alliance.

In developing countries, the GCCA expects temperature-controlled warehouse demand to evolve based on urbanization as well as income. The expansion of the global middle class during the increase in foreign direct investment stimulated demand for higher value meats and dairy foods in developing countries. As real consumer income grows in developing markets, it is GCCA's expectation that the demand for temperature-controlled warehouse space will likewise increase.

In addition to its connection with consumer income growth within home countries, temperature-controlled warehousing is linked to the international trade of food products. Several types of supply chains are used:

Low-cost labor relative to transportation cost drives the growth of these business models. Companies from developed countries have invested in overseas production systems to supply the local population. Countries with labor cost advantages will likely continue to export food regardless of changes in the domestic economy. The critical unknown for the growth of trade-dependent cold chains will be economic recovery in the developed countries.

There are large unmet needs for temperature-controlled warehouse infrastructure in rural areas and secondary cities in developing countries. In remote rural areas, infrastructure, warehouses, and management are lacking in both the lower income nations and in faster growing developing countries such as China and India. The temperature-controlled warehouses that serve agricultural production will likely be smaller than the large, automated warehouses used in the distribution center model of the developed world.

Construction projects are underway in China and Latin America (Panama, Venezuela, Mexico, and Brazil). Financial problems in Eastern Europe and Russia have delayed new starts in 2009. Temperature controlled warehouse construction is flat in Western Europe and steady in North America at a rate of 3%.

Construction costs range from $117 per square foot in North America up to $168 per square foot in various European regions, as of October 2009, as indicated in the table below. Construction

costs in Latin America, China, and India are approximately half of the construction costs incurred in the developed world. Real estate costs vary widely within countries as well as across countries, according to recent reports from the GCCA field staff. Among the reporting regions, China has the highest land costs, greater even than commercial land prices in Europe and North America.⁽⁵⁾

Source: Global Cold Chain Alliance. Note: Data for Europe reported in euros and converted at the rate of $1.5068 = 1 euro.

The U.S. temperature-controlled warehouse industry is highly fragmented with several participants having a presence nationwide and a number of participants having a presence only in particular regions or in particular local areas. The five largest U.S.-based firms have 45% of total space in cubic feet; the top ten have 55%. The five largest firms each maintain operations in 26 to 101 different locations. Each of the three largest firms has facilities throughout much of the nation; two are concentrated on both coasts. The next five largest firms have a presence only in particular regions, focusing in a major metropolitan area in a port city, the northwestern U.S., or the southeastern U.S. All of the firms tend to compete with each other in the geographic areas in which they have a presence, regardless of their overall size. Users, including large nationwide firms, tend to diversify their warehousing among the national, regional and local firms to meet their temperature-controlled warehouse needs.

Globally, the 10 largest firms have approximately a quarter of the total temperature-controlled warehouse space. In Canada and Mexico, a single large company has more than half of the country's outsourced warehouse space. Elsewhere internationally, competition is among several similarly sized firms offering outsourced temperature-controlled warehouse services.

Regulation of the temperature-controlled warehouse industry aims at food safety and standards for managing the chemical refrigerants. Federal oversight agencies include the U.S. Department of Agriculture, the Food and Drug Administration, and the EPA. State and local health departments monitor performance. Regulatory burdens due to food safety and industrial refrigerant safety are stringent but transparent. No major changes in regulation are expected.

Temperature-controlled warehouses in the U.S. converted to natural refrigerants such as ammonia following the required phase-out of Freon R-22 due to environmental greenhouse gas concerns. Ammonia is "self alarming" due to its odor, energy-efficient, and requires appropriate protocols for safety and regulatory compliance as a hazardous chemical.

Temperature-controlled warehouse companies involved in international trade must meet standards for food safety and for protection of the border against terrorist threats under the U.S. Customs Service food defense protocols.

Customers' requirements are also stringent. Multi-national supermarkets (Carrefour, Ahold, Metro and Walmart) create self-regulated business-to-business oversight and usually require third-party audits.

Originally founded in 1931, we are the largest self-administered and self-managed real estate company in the world focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. Concurrent with the consummation of this offering, we will complete certain formation transactions resulting in the incorporation into our company of certain real estate assets owned by Versacold. The formation transactions will significantly expand our portfolio of temperature-controlled warehouses in the United States and provide us with a leading position in key international markets. Following the completion of the formation transactions, our portfolio will consist of 175 operational temperature-controlled warehouses located in the United States (152), Australia (12), New Zealand (8), Argentina (2) and Canada (1). We have also commenced construction of a new temperature-controlled warehouse located at the port of Tacoma, Washington. We will own 120 of these warehouses (including 5 that are subject to ground leases and 2 that are partly owned and partly leased), lease 34 of them and manage 21 of them on behalf of third-party owners.

Our warehouses are an integral part of the supply chain infrastructure linking food producers to food retailers and food service providers. Our warehouse tenants include food producers, distributors and retailers who rent temperature-controlled storage space and use related services for frozen and perishable food products such as frozen entrees, meat, seafood, fruits and vegetables. The contractual arrangements with our warehouse tenants vary in type and duration, including national warehousing agreements, single warehouse storage agreements, space leases and arrangements governed solely by warehouse receipts.

After the consummation of this offering, Versacold will continue to operate in Canada as an independent company with separate management and a separate board of directors. In connection with the formation transactions, we are entering into a non-competition and services agreement with Versacold which provides for, among other things, transitional services for up to three years and reciprocal non-competition covenants. We are controlled by investment funds affiliated with Yucaipa. Yucaipa-affiliated investment funds also own 49% of Versacold and have an option to acquire the remaining 51%.

Our warehouses are an integral part of the supply chain linking food producers, distributors and retailers who rent temperature-controlled warehouse space and use related services for frozen

and perishable food products such as frozen entrees, meat, seafood, fruits and vegetables. Given the complex nature of perishable food storage and distribution, our warehouse tenants place great importance on the location, quality and integration of our temperature-controlled warehouse network. Our warehouses are strategically located near our warehouse tenants' operations and key distribution hubs throughout the United States and the world, which helps our warehouse tenants optimize their distribution networks while reducing their capital expenditures, operating costs and operational risks.

We believe there are highly attractive growth opportunities for temperature-controlled warehouses in international markets including, but not limited to, China, Brazil and Eastern Europe. We intend to use our strong reputation, operational expertise, global track record and balance sheet strength as a platform for temperature-controlled warehouse acquisition and development in such markets. In particular, we view China as one of our highest priorities given the large and growing population, increasing affluence among its citizens, evolving food consumption habits and limited number of temperature-controlled warehouses relative to its population. Moreover, there is a keen focus by the Chinese government to upgrade food storage, safety and infrastructure in China where a substantial amount of perishable food products, including approximately 30% of all fruits and vegetables, spoil prematurely due to a lack of refrigeration facilities. In connection with our entry into the Chinese market, we have executed a memorandum of understanding with China Merchants, a leading Chinese infrastructure firm providing for an exclusive cooperation arrangement to develop temperature-controlled warehouses and related services in China.

Our senior management team, which includes talented and experienced managers from two industry leading companies, has extensive knowledge of both the real estate and food distribution industries. Our eight-person senior management team has approximately 160 years of total experience in the temperature-controlled warehouse, logistics, manufacturing and/or food industries. Following the completion of the formation transactions, our senior management will collectively own % of the common equity of our company on a fully-exercised basis which aligns the interests of our senior management with the interests of other shareholders.

We intend to expand our warehouses to meet our warehouse tenants' growing needs for temperature-controlled storage. We currently have a pipeline of approximately $138 million of identified expansion opportunities in the United States and approximately $58 million of identified international expansion opportunities for 2010, which we believe will generate stabilized EBITDA yields of approximately 12.5% and 10.0%, respectively.

Capitalize on Global Consolidation of the Temperature-Controlled Warehouse Industry

experience, coupled with continued demand from our existing warehouse tenants, will enable us to grow by expansion in both our core and emerging markets.

Solidify Our Position as the Warehouse Provider of Choice for Global Food Producers and Retailers

We are the largest real estate company in the world focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. Upon the completion of this offering and the formation transactions, we will own, lease or manage 175 operational temperature-controlled warehouses aggregating approximately 1.04 billion cubic feet. In addition, we provide a variety of ancillary services to our warehouse tenants and others, including comprehensive transportation management, supply-chain network modeling and optimization, consulting and strategizing. We also manage certain warehouses owned by our warehouse tenants for which we earn fixed and incentive fees.

Our warehouses are an integral part of the supply chain infrastructure linking food producers to food retailers and food service providers. Our warehouse tenants include food producers, distributors, and retailers who store products in temperature-controlled warehouses and use related services for frozen and perishable food products including frozen entrees, meat, seafood, fruits and vegetables. We provide warehouse space to approximately 3,100 warehouse tenants, including national, regional and local frozen food producers, processors and growers and wholesale and retail distributors. As of September 30, 2009, our warehouse tenants include a majority of the largest food producers and retailers in the United States. Many of our warehouse tenants utilize multiple warehouses throughout our portfolio.

Our temperature-controlled warehouse business provides frozen and refrigerated food processors and distributors access to large-scale temperature-controlled distribution centers.

Our temperature-controlled warehouses are generally comprised of production facilities, distribution centers and "public" warehouses. Production warehouses typically serve one or a small number of warehouse tenants, generally food processors, which are located nearby. These production warehouse tenants store large quantities of ingredients, partially processed or processed products in the warehouses until they are shipped to the next stage of production or

distributed to end-markets. Distribution centers primarily warehouse a wide variety of warehouse tenants' finished products until future shipment to end-users. Each distribution center is located in a key distribution hub that services the surrounding regional market. Our distribution centers also include "retail" warehouses, which generally store finished products specifically for distribution to one or a small number of local or regional retailers. Public warehouses generally serve the needs of local and regional warehouse tenants. Food manufacturers, processors and retailers use these warehouses to store capacity overflow from their production warehouses or to facilitate cost-effective distribution.

We own or lease 60 production warehouses with approximately 300 million cubic feet of temperature-controlled capacity, 88 distribution centers and public warehouses with approximately 547 million cubic feet of temperature-controlled capacity and 6 port warehouses with approximately 26 million cubic feet of temperature-controlled capacity.

Typically, we charge our warehouse tenants a monthly or weekly storage fee based on the space used or the weight of products stored, in addition to inbound and outbound handling charges. We usually bill our warehouse tenants for the first month's storage fee and both the inbound and outbound handling charges in advance.

All of our warehouses are equipped to handle and store warehouse tenants' products in an efficient and secure manner, utilizing racking and storage systems, and handling equipment appropriate to the nature and volume of such products. Our warehouses are clean, well-maintained, and in good operating condition. For information concerning our quality control procedures, see "— Quality Control Procedures". Many sites have rooms that can be converted from freezer to cooler (and vice versa) depending on warehouse tenant demand. We utilize sophisticated warehouse management systems to track our warehouse tenants' usage of space and facilitate the inbound and outbound movement of products stored with us.

Although we focus on the provision of warehouse space to the food industry, we also store other forms of temperature sensitive products, including pharmaceuticals, and dry products.

After the completion of this offering and the formation transactions, we will operate 175 operational temperature-controlled warehouses of which 154 are wholly owned or leased and 21 are managed for outside owners. Our warehouses are located in the United States (152), Australia (12), New Zealand (8), Argentina (2) and Canada (1). The total temperature-controlled warehouse capacity of our warehouses is approximately 1.04 billion cubic feet. In addition, we have commenced construction of a new temperature-controlled warehouse located at the port of Tacoma, Washington.

Based on information as of September 30, 2009, the following table provides summary information regarding the properties that we will own, lease or manage in each of the countries in which we will operate upon completion of this offering and the formation transactions:

Country / State / Province	Predecessor	Warehouse Name	Warehouse Region	Ownership Type	Business Class(a)				Year Built / Renovated	Footnotes

OWNED / LEASED WAREHOUSES (b):
United States
Alabama	Americold	Albertville - RailRd Ave	South Central	Owned	Production Advantaged	26	180.4	5.2	1993 / 2006
Alabama	Americold	Gadsden - E. Air Depot Rd	South Central	Leased	Public Warehouse	24	153.8	4.1	1991 / 1994	(c)
Alabama	Americold	Montgomery - Newcomb Ave	South Central	Leased	Production Advantaged	11	127.5	2.8	1989 / 1999	(d)
Alabama	Versacold	Mobile - Perimeter Rd	South Central	Owned	Port	100	113.2	2.8	1976 / 2007	(e)
Alabama	Americold	Birmingham - W. 25th Ave	South Central	Owned	Public Warehouse	30	116.4	2.3	1963 / 1986	(f)

Total Alabama (5 Warehouses)						191	691.2	17.2
Arizona	Americold	Phoenix - S. 75th Ave	Southwest	Owned	Public Warehouse	15	149.9	3.1	1985 / 1995	(f)
Arkansas	Americold	Russellville - Industrial Blvd	South Central	Owned	Production Attached	1	270.8	8.3	1995	(f)
Arkansas	Americold	West Memphis - S. Airport Rd	South Central	Owned	Production Attached	8	252.1	6.4	1985 / 1995	(f)
Arkansas	Americold	Springdale - N. Old Missouri Rd	South Central	Owned	Production Advantaged	11	233.0	6.0	1982 / 1993	(f)
Arkansas	Americold	Russellville - S. El Mira	South Central	Owned	Production Advantaged	4	235.8	5.5	1986 / 1991
Arkansas	Americold	Texarkana - Genoa Rd	South Central	Owned	Public Warehouse	24	177.6	5.1	1992 / 1996	(f)
Arkansas	Americold	Fort Smith - Midland Blvd	South Central	Owned	Production Attached	4	118.0	1.7	1958 / 1982	(f)

Total Arkansas (6 Warehouses)						52	1,287.2	32.9
California	Versacold	Modesto - Lapham Dr	Pacific	Owned	Distribution	53	465.2	10.5	1945 / 1987
California	Americold	Victorville - Enterprise Way	Pacific	Owned	Distribution	8	203.6	7.4	2004	(g)
California	Americold	Ontario - Malaga Place	Pacific	Leased	Distribution	56	295.8	6.9	1987 / 1990	(c)
California	Americold	Ontario - 5401 Santa Anna	Pacific	Owned	Distribution	—	92.8	2.1	1984	(h)
California	Americold	Ontario - 5361 Santa Anna	Pacific	Owned	Distribution	—	92.1	2.1	1983	(h)
California	Versacold	Anaheim - N. Raymond	Pacific	Owned	Distribution	91	233.6	6.6	1965 / 2001
California	Americold	Watsonville - W. Riverside Dr	Pacific	Owned	Production Advantaged	40	218.6	6.4	1984	(e)
California	Versacold	City of Industry - E. Proctor Ave	Pacific	Leased	Public Warehouse	25	172.1	4.6	1962 / 1995	(c)
California	Versacold	Los Angeles - E. Vernon Ave	Pacific	Owned	Public Warehouse	40	155.3	4.4	1965 / 1995
California	Versacold	Carson - E. Sepulveda Blvd	Pacific	Owned	Port	63	130.9	4.4	2002
California	Versacold	Los Angeles - District Blvd	Pacific	Leased	Public Warehouse	56	300.0	4.2	1924 / 1947	(c)
California	Versacold	Compton - Rancho Way	Pacific	Owned	Port	70	162.1	4.2	1989 / 2002
California	Versacold	Salinas - S. Sanborn Rd	Pacific	Owned	Production Attached	27	169.5	3.7	1958 / 1998
California	Americold	Turlock - S. Kilroy Rd	Pacific	Owned	Public Warehouse	15	137.8	3.6	1985	(g)
California	Americold	Turlock - Fifth St	Pacific	Owned	Production Advantaged	16	188.7	3.3	1955 / 1986	(f)
California	Versacold	Brea - Orbiter St	Pacific	Owned	Distribution	11	104.8	2.9	1975

Total California (16 Warehouses)						571	3,123.0	77.6
Colorado	Americold	Denver - E. 50th Ave	Southwest	Leased	Public Warehouse	52	162.9	3.2	1974 / 1988	(c)
Colorado	Versacold	Denver - Race Ct	Southwest	Owned	Public Warehouse	105	124.5	2.4	1969 / 1978

Total Colorado (2 Warehouses)						157	287.4	5.5
Florida	Versacold	Plant City - N. Frontage Rd	Southeast	Owned	Public Warehouse	28	243.9	6.9	1987 / 1998
Florida	Americold	Tampa - N. 50th St	Southeast	Owned	Public Warehouse	26	318.3	2.9	1950 / 1973	(i)
Florida	Americold	Bartow - US Highway 17 N.	Southeast	Owned	Production Advantaged	28	138.1	2.8	1962 / 1964	(e)
Florida	Americold	Plant City - S. Alexander St	Southeast	Owned	Distribution	14	58.0	0.9	1956

Total Florida (4 Warehouses)						96	758.4	13.6

Country / State / Province	Predecessor	Warehouse Name	Warehouse Region	Ownership Type	Business Class(a)				Year Built / Renovated	Footnotes

Georgia	Americold	Atlanta - Tradewater Pkwy	Southeast	Leased	Distribution	8	455.6	13.3	2004	(d)
Georgia	Americold	Atlanta - Xavier Dr	Southeast	Owned	Distribution	32	601.6	12.3	1972 / 1985	(f)
Georgia	Americold	Atlanta - 1740-B Westgate Pkwy	Southeast	Owned	Distribution	27	431.1	12.0	1990 / 1993	(f)
Georgia	Versacold	McDonough - Greenwood Rd	Southeast	Leased	Distribution	45	306.4	8.6	2000 / 2007	(c)
Georgia	Versacold	Pendergrass - Jackson Concourse	Southeast	Leased	Public Warehouse	28	243.2	7.3	1993 / 1997	(j)
Georgia	Americold	Atlanta - 1845 Westgate Pkwy	Southeast	Owned	Distribution	21	262.8	7.3	1996 / 1999	(f)
Georgia	Americold	Thomasville - Roseway Dr	Southeast	Owned	Public Warehouse	18	252.4	5.7	1997	(f)
Georgia	Versacold	Cartersville - Industrial Park Rd	Southeast	Leased	Public Warehouse	26	179.2	5.4	1996 / 2000	(j)
Georgia	Americold	Atlanta - John F. Varly Ct	Southeast	Owned	Distribution	33	158.7	5.1	2001	(f)
Georgia	Americold	Montezuma - Airport Dr	Southeast	Owned	Production Attached	1	240.3	4.7	1965 / 1990
Georgia	Versacold	Gainesville - Candler Rd	Southeast	Leased	Public Warehouse	16	127.6	3.4	1989 / 1995	(j)
Georgia	Americold	Atlanta - Lakewood Ave	Southeast	Owned	Production Advantaged	35	182.7	3.1	1963 / 1968
Georgia	Versacold	Douglas - Industrial Blvd	Southeast	Leased	Public Warehouse	13	86.7	1.7	1969 / 1996	(j)
Georgia	Versacold	Alma - Pineview Dr	Southeast	Leased	Production Advantaged	7	46.3	1.3	2006	(c)
Georgia	Americold	Augusta - Laney-Walker Blvd	Southeast	Owned	Production Advantaged	19	63.9	1.3	1971 / 1983	(f)

Total Georgia (15 Warehouses)						329	3,638.6	92.5
Idaho	Americold	Burley - Highway 30	Southwest	Owned	Production Attached	6	471.2	12.4	1959 / 1996	(e)
Idaho	Americold	Nampa - Fourth Ave N.	Southwest	Owned	Public Warehouse	45	458.5	10.3	1946 / 1990	(f)

Total Idaho (2 Warehouses)						51	929.7	22.6
Illinois	Americold	Rochelle - S. Caron Rd	North Central	Owned	Distribution	20	349.0	11.3	2004
Illinois	Americold	Rochelle - Americold Dr	North Central	Owned	Distribution	19	255.0	6.4	1995	(g)
Illinois	Versacold	Belvidere - Imron Dr	North Central	Leased	Public Warehouse	30	189.1	6.7	1991 / 2002	(j)
Illinois	Americold	East Dubuque - Route 20 W.	North Central	Owned	Production Advantaged	12	208.5	5.9	1993	(f)

Total Illinois (4 Warehouses)						81	1,001.6	30.4
Indiana	Americold	Indianapolis - S. Arlington Ave	North Central	Owned	Distribution	13	427.2	9.8	1979 / 1989	(f)
Indiana	Versacold	Pendleton - W. Pioneer Trace	North Central	Leased	Distribution	7	158.6	5.3	2006	(c)

Total Indiana (2 Warehouses)						20	585.8	15.1
Iowa	Americold	Bettendorf - State St	North Central	Owned	Production Advantaged	31	398.2	10.2	1973 / 1977	(f)
Iowa	Americold	Fort Dodge - Maple Dr	North Central	Owned	Public Warehouse	35	188.5	4.1	1979 / 1981	(f)

Total Iowa (2 Warehouses)						66	586.7	14.4
Kansas	Americold	Wichita - N. Mead St	Southwest	Owned	Production Advantaged	38	168.0	3.2	1972 / 1976	(f)
Kansas	Americold	Garden City - W. Mary St	Southwest	Owned	Production Advantaged	21	134.6	2.4	1980 / 2006	(f)

Total Kansas (2 Warehouses)						59	302.6	5.6
Kentucky	Americold	Sebree - U.S. Highway 41 N.	South Central	Owned	Production Advantaged	9	111.5	3.0	1998	(f)
Maine	Americold	Portland - Read St	Northeast	Owned	Public Warehouse	61	196.6	1.8	1952 / 1963
Massachusetts	Versacold	Taunton - John Hancock Rd	Northeast	Owned	Distribution	52	145.0	6.5	1999 / 2000
Massachusetts	Americold	Boston - Widett Circle	Northeast	Owned	Production Advantaged	83	260.4	3.1	1969	(f)
Massachusetts	Americold	Gloucester - Rogers St	Northeast	Owned	Production Advantaged	47	125.9	2.8	1967
Massachusetts	Americold	Gloucester - Rowe Square	Northeast	Owned	Production Attached	22	148.9	1.9	1955 / 1969
Massachusetts	Americold	Gloucester - E. Main	Northeast	Owned	Production Attached	46	179.3	1.8	1961 / 1973

Total Massachusetts (5 Warehouses)						250	859.5	16.1
Minnesota	Versacold	St. Paul - County Rd 29	North Central	Leased	Production Advantaged	17	270.0	5.7	1984 / 1996	(j)
Minnesota	Versacold	Zumbrota - Arctic Ave	North Central	Leased	Production Advantaged	15	170.5	4.5	1996 / 2006	(j)
Minnesota	Versacold	Brooklyn Park - Winnetka Ave N.	North Central	Leased	Public Warehouse	30	128.3	3.8	1986 / 2000	(j)
Minnesota	Versacold	St. Paul - Chester St	North Central	Leased	Distribution	44	219.7	3.8	1970 / 1971	(j)

Total Minnesota (4 Warehouses)						106	788.5	17.7
Missouri	Americold	Carthage - Civil War	South Central	Owned	Distribution	142	2,863.8	40.5	1972 / 1999	(f)
Missouri	Versacold	Sikeston - Rose Pkwy	South Central	Owned	Production Attached	19	167.1	5.6	1998
Missouri	Americold	Marshall - W. Highway 20	South Central	Owned	Production Advantaged	9	191.2	5.1	1985 / 1992	(f)
Missouri	Versacold	Vinita Park - Page Blvd	South Central	Owned	Production Attached	72	216.1	2.0	1956

Total Missouri (4 Warehouses)						242	3,438.2	53.1
Nebraska	Americold	Grand Island - E. Roberts St	Southwest	Owned	Production Attached	4	108.1	2.5	1995
Nebraska	Americold	Fremont - S. Schneider St	Southwest	Owned	Production Advantaged	22	110.4	2.2	1968 / 1999	(f)

Total Nebraska (2 Warehouses)						26	218.5	4.7

Country / State / Province	Predecessor	Warehouse Name	Warehouse Region	Ownership Type	Business Class(a)				Year Built / Renovated	Footnotes

Nevada	Versacold	Henderson - E. Horizon Dr	Southwest	Owned	Production Advantaged	25	297.8	9.6	1988 / 1999
New York	Americold	Syracuse (2&3) - Farrell Rd	Northeast	Owned	Production Advantaged	37	414.0	10.2	1968 / 1978	(f)
New York	Americold	Syracuse (1) - Farrell Rd	Northeast	Owned	Production Advantaged	—	159.2	2.7	1960 / 1968	(f),(h)

Total New York (2 Warehouses)						37	573.2	12.8
North Carolina	Americold	Charlotte - General Dr	Southeast	Leased	Public Warehouse	37	205.5	5.8	1998	(c)
North Carolina	Americold	Tarboro - Sara Lee Rd	Southeast	Owned	Production Attached	4	181.1	5.3	1988 / 2000	(f)

Total North Carolina (2 Warehouses)						41	386.6	11.1
Ohio	Americold	Massillon - 17th St NW	Northeast	Owned	Production Attached	18	211.0	5.4	2000 / 2001	(e)
Ohio	Americold	Navarre - Erie Ave SW	Northeast	Leased	Production Advantaged	2	187.2	4.5	1984 / 1999	(c)

Total Ohio (2 Warehouses)						20	398.3	9.9
Oklahoma	Americold	Oklahoma City - Exchange St	Southwest	Owned	Production Advantaged	17	107.7	1.4	1968 / 1971
Oregon	Americold	Salem - Portland Rd NE	Pacific	Owned	Production Advantaged	50	669.7	15.3	1963 / 1981	(f)
Oregon	Americold	Ontario - NE First St	Pacific	Leased	Production Attached	6	419.5	10.1	1962 / 1991	(d)
Oregon	Americold	Woodburn - Silverton Rd	Pacific	Owned	Public Warehouse	44	327.6	8.4	1952 / 1979	(f)
Oregon	Americold	Milwaukie - SE McLoughlin Blvd	Pacific	Owned	Public Warehouse	34	240.2	6.0	1958 / 1988	(f)
Oregon	Americold	Hermiston - Westland Rd	Pacific	Owned	Production Attached	6	221.3	5.4	1975 / 1996	(f)

Total Oregon (5 Warehouses)						140	1,878.3	45.2
Pennsylvania	Americold	Fogelsville (1-5) - Mill Rd	Northeast	Owned	Distribution	96	593.2	14.6	1976 / 1996
Pennsylvania	Americold	Fogelsville (6) - Mill Rd	Northeast	Owned	Distribution	—	270.5	8.4	1997	(h)
Pennsylvania	Versacold	Hatfield - Bergey Rd	Northeast	Owned	Distribution	42	474.0	12.8	1983 / 1991
Pennsylvania	Americold	Manchester - Steamboat Blvd	Northeast	Owned	Distribution	8	387.9	12.8	2004
Pennsylvania	Versacold	Gouldsboro - First Ave	Northeast	Owned	Distribution	30	308.6	12.5	2006
Pennsylvania	Versacold	Mountville - Hempland Rd	Northeast	Owned	Public Warehouse	28	220.2	6.9	1993 / 1998
Pennsylvania	Americold	Leesport - Orchard Lane	Northeast	Owned	Production Advantaged	12	218.5	6.0	1993 / 1994	(f)
Pennsylvania	Versacold	York - Willow Springs Ln	Northeast	Owned	Production Advantaged	11	160.5	4.3	1987 / 1991
Pennsylvania	Versacold	Malvern - Lee Blvd	Northeast	Owned	Public Warehouse	11	167.0	3.9	1985

Total Pennsylvania (9 Warehouses)						238	2,800.4	82.2
South Carolina	Versacold	Piedmont - Antioch Church Rd	Southeast	Leased	Public Warehouse	30	225.2	6.6	1981 / 1995	(j)
South Carolina	Americold	Columbia - Shop Rd	Southeast	Owned	Production Advantaged	23	95.9	2.5	1971 / 1991
South Carolina	Versacold	Gaffney - Old Georgia Highway	Southeast	Leased	Production Advantaged	7	59.2	2.3	1995	(j)
South Carolina	Versacold	Greenville - Industrial Dr	Southeast	Owned	Public Warehouse	10	91.0	1.4	1962

Total South Carolina (4 Warehouses)						70	471.3	12.7
South Dakota	Americold	Sioux Falls - 2300 E. Rice St	North Central	Owned	Production Advantaged	32	151.1	3.1	1972
Tennessee	Americold	Murfreesboro - Stephenson Dr	South Central	Owned	Production Attached	3	226.4	6.2	1982 / 2000	(f)
Tennessee	Americold	Memphis - E. Pkwy S.	South Central	Owned	Public Warehouse	42	308.1	6.1	1954 / 1967

Total Tennessee (2 Warehouses)						45	534.5	12.4
Texas	Versacold	La Porte - N. Broadway	Southwest	Owned	Port	137	309.3	9.9	1990 / 2006
Texas	Americold	Fort Worth - Meacham Blvd	Southwest	Owned	Distribution	19	305.2	9.6	2005
Texas	Versacold	San Antonio - Center Rd	Southwest	Owned	Public Warehouse	190	369.4	8.5	1913 / 1999
Texas	Versacold	Dallas - Catron Dr	Southwest	Owned / Leased	Distribution	59	224.9	7.9	1994 / 1998	(d),(k)
Texas	Versacold	Fort Worth - Samuels Ave	Southwest	Owned	Distribution	43	301.4	7.1	1977 / 1986
Texas	Versacold	Houston - E. Hardy St	Southwest	Owned	Public Warehouse	47	154.0	4.9	1990 / 2000
Texas	Americold	Fort Worth - 200 Railhead Rd	Southwest	Owned	Distribution	14	143.6	3.8	1998	(f)
Texas	Americold	Amarillo - SE Third Ave	Southwest	Owned	Production Advantaged	71	163.8	3.1	1973 / 1981	(f)
Texas	Versacold	Fort Worth - Blue Mound Rd	Southwest	Owned	Production Advantaged	6	78.9	2.3	1995

Total Texas (9 Warehouses)						586	2,050.5	57.0
Utah	Americold	Clearfield - E. 1700 S. St	Southwest	Owned	Distribution	46	455.2	11.1	1973	(f)
Utah	Versacold	Salt Lake City - W. Harold Gatty Dr	Southwest	Owned	Public Warehouse	53	102.9	3.2	1982 / 1994

Total Utah (2 Warehouses)						99	558.1	14.3
Virginia	Americold	Strasburg - Radio Station Rd	Southeast	Owned	Production Advantaged	6	243.2	6.5	1999	(f)
Virginia	Americold	Norfolk - E. Princess Anne Rd	Southeast	Owned	Port	4	106.2	2.1	1971	(f)

Total Virginia (2 Warehouses)						10	349.4	8.6

Country / State / Province	Predecessor	Warehouse Name	Warehouse Region	Ownership Type	Business Class(a)				Year Built / Renovated	Footnotes

Washington	Americold	Moses Lake - Rd "N" NE	Pacific	Owned	Production Attached	13	370.8	9.9	1967	(f)
Washington	Americold	Connell - W. Juniper St	Pacific	Owned	Production Attached	7	299.8	7.9	1969	(f)
Washington	Americold	Pasco - N. Industrial Way	Pacific	Owned	Production Attached	11	244.8	7.1	1975 / 1996	(f)
Washington	Versacold	Lynden - 2nd St	Pacific	Owned	Production Advantaged	104	215.6	5.6	1946 / 2007
Washington	Americold	Burlington - S. Walnut	Pacific	Owned	Public Warehouse	32	225.8	4.6	1965 / 1968	(f)
Washington	Americold	Walla Walla - Rose St	Pacific	Owned	Public Warehouse	22	162.9	4.3	1960	(f)
Washington	Americold	Wallula - Dodd Rd	Pacific	Owned	Production Advantaged	13	59.6	1.6	1982	(f)

Total Washington (7 Warehouses)						202	1,579.3	41.0
Wisconsin	Versacold	Darien - County Rd X	North Central	Owned	Distribution	43	631.0	16.0	1991 / 2001
Wisconsin	Americold	Plover - Highway 54	North Central	Owned	Production Attached	6	478.5	12.6	1978 / 1981	(f)
Wisconsin	Versacold	Green Bay - Morrow St	North Central	Leased	Public Warehouse	65	657.1	8.9	1935 / 1986	(c)
Wisconsin	Versacold	Jefferson - Collins Rd	North Central	Owned	Public Warehouse	58	332.7	8.2	1975 / 1989
Wisconsin	Versacold	Appleton - Pershing St	North Central	Owned / Leased	Public Warehouse	35	217.7	6.2	1989 / 1995	(c),(l)
Wisconsin	Americold	Tomah - Essex Ave	North Central	Owned	Production Attached	2	188.4	5.9	1989 / 1994	(f)
Wisconsin	Americold	Babcock - Necedah Rd	North Central	Owned	Production Attached	1	127.3	3.8	1999	(f)

Total Wisconsin (7 Warehouses)						210	2,632.6	61.7

United States Total (134 Warehouses)						4,154	33,723.9	810.1

Australia										(m)
New South Wales	Versacold	Arndell Park (S.) - Holbeche Rd	Australia	Owned	Public Warehouse	10	181.0	4.9	1989 / 1991
New South Wales	Versacold	Arndell Park (N.) - Holbeche Rd	Australia	Owned	Public Warehouse	5	138.0	3.6	1994 / 1996
New South Wales	Versacold	Girraween (N.) - Magowar Rd	Australia	Leased	Public Warehouse	9	112.0	2.9	1985 / 1991	(c),(m)
New South Wales	Versacold	Girraween (S.) - Magowar Rd	Australia	Leased	Public Warehouse	11	121.0	2.0	1985	(c),(m)

Total New South Wales (4 Warehouses)						35	552.0	13.4
Queensland	Versacold	Murarrie - Alexandra Place	Australia	Owned	Public Warehouse	16	240.6	6.6	1972 / 2007
Victoria	Versacold	Laverton North (2) - Boundary Rd	Australia	Owned	Distribution	5	173.0	7.0	1998 / 2009	(n)
Victoria	Versacold	Laverton North (1) - Boundary Rd	Australia	Owned	Production Advantaged	2	106.0	2.7	1997
Victoria	Versacold	Maidstone - Emu Rd	Australia	Leased	Public Warehouse	1	70.0	1.8	2003	(c),(o)

Total Victoria (3 Warehouses)						8	349.0	11.5
Western Australia	Versacold	Spearwood - Quarimor Rd	Australia	Owned	Public Warehouse	8	183.0	4.6	1978 / 2003
Western Australia	Versacold	N. Freemantle - Tydeman Rd	Australia	Leased	Public Warehouse	4	35.0	0.8	1979 / 1988	(c),(o)

Total Western Australia (2 Warehouses)						12	218.0	5.4

Australia Total (10 Warehouses)						71	1,359.6	36.9

New Zealand
North Island	Versacold	Mt. Wellington - Paisley Place	New Zealand	Leased	Public Warehouse	59	168.0	4.4	1982 / 1999	(c)
North Island	Versacold	Wiri - Diversey Lane	New Zealand	Owned	Public Warehouse	22	75.0	2.3	1985 / 1992
North Island	Versacold	Mangere - Corner Manu Tapu Dr	New Zealand	Leased	Public Warehouse	23	98.0	2.6	2004 / 2007	(c)
North Island	Versacold	Manukau City - Dalgety Dr	New Zealand	Owned	Public Warehouse	17	74.0	2.1	1997
North Island	Versacold	Kelvin Grove - Makomako Rd	New Zealand	Owned	Public Warehouse	13	41.0	1.2	2000 / 2004

Total North Island (5 Warehouses)						134	456.0	12.5
South Island	Versacold	Hornby - Smarts Rd	New Zealand	Leased	Public Warehouse	33	92.0	2.5	1983 / 1988	(c)
South Island	Versacold	Hornby - Halwyn Dr	New Zealand	Owned	Public Warehouse	3	60.0	1.7	1993 / 1996
South Island	Versacold	Hornby - Braeburn Dr	New Zealand	Leased	Public Warehouse	10	81.0	1.9	1991 / 1995	(c)

Total South Island (3 Warehouses)						46	233.0	6.1

New Zealand Total (8 Warehouses)						180	689.0	18.6

Argentina
Buenos Aires	Versacold	Buenos Aires - Calle del Valle S	Argentina	Leased	Distribution	20	133.7	5.2	1996 / 1999	(c)
Buenos Aires	Versacold	Pilar - Calle No 2	Argentina	Owned	Port	20	86.1	2.8	1980 / 1998

Argentina Total (2 Warehouses)						40	219.8	8.0

OWNED / LEASED TOTAL (154 Warehouses)						4,445	35,992.3	873.7

Country / State / Province	Predecessor	Warehouse Name	Warehouse Region	Ownership Type			Footnotes

MANAGED WAREHOUSES:
United States
Arizona	Versacold	Tolleson - S. 99th Ave	Southwest	Managed	1,200.0	13.1
California	Americold	Los Angeles - Vernon Ave	Pacific	Managed	131.5	4.6
Colorado	Versacold	Denver - E. 51st Ave	Southwest	Managed	250.0	6.9
Georgia	Versacold	Atlanta - International Park Dr	Southeast	Managed	850.0	7.5
Indiana	Versacold	Shelbyville - N. 125 W.	North Central	Managed	554.5	20.5
Iowa	Americold	Cedar Rapids - C St	North Central	Managed	63.1	1.9
Massachusetts	Versacold	Peabody - Jubilee Dr	Northeast	Managed	110.0	3.0
Minnesota	Americold	Park Rapids - U.S. Highway 71 S.	North Central	Managed	216.6	6.5
Nebraska	Americold	Crete - County Rd	Southwest	Managed	178.7	7.2
Pennsylvania	Americold	Bethlehem - Brodhead Rd	Northeast	Managed	529.0	14.2
Pennsylvania	Americold	Bethlehem - Miller Circle N.	Northeast	Managed	252.1	6.1

Total Pennsylvania (2 Warehouses)					781.1	20.2
South Dakota	Americold	Sioux Falls - 802 E. Rice St	North Central	Managed	131.2	2.8
Tennessee	Americold	Murfreesboro - Butler Dr	South Central	Managed	202.0	5.7
Tennessee	Americold	Arlington - Jettway Dr	South Central	Managed	114.6	4.2

Total Tennessee (2 Warehouses)					316.6	9.9
Texas	Americold	Fort Worth - 1006 Railhead Dr	Southwest	Managed	513.6	12.2
Texas	Americold	Fort Worth - Gold Spike Dr	Southwest	Managed	406.0	12.1	(p)
Texas	Americold	Fort Worth - 1005 Railhead Dr	Southwest	Managed	265.8	7.9

Total Texas (3 Warehouses)					1,185.4	32.2
Virginia	Versacold	Salem - Garman Rd	Southeast	Managed	734.0	7.3

United States Total (18 Warehouses)					6,702.8	143.6

Australia
New South Wales	Versacold	Eastern Creek - Roberts Rd	Australia	Managed	473.4	13.0
New South Wales	Versacold	Minto - Magnum Place	Australia	Managed	59.0	2.0

Australia Total (2 Warehouses)					532.4	15.0

Canada
Alberta	Americold	Taber - Alberta	Canada	Managed	167.1	5.3

Canada Total (1 Warehouses)					167.1	5.3

MANAGED TOTAL (21 Warehouses)					7,402.2	163.9

PORTFOLIO TOTAL (175 Warehouses)					43,394.5	1,037.5

(a): "Production Attached" refers to warehouses that are attached to a processing / production plant; "Production Advantaged" describes warehouses advantageously located near a processing customer and that have a single tenant contributing over 50% of the warehouse's revenues; "Distribution" denotes the existance of a consolidated shipping program; "Port" describes properties for which the primary business is in support of imports or exports; "Public" indicates additional warehouses not otherwise classified where multiple customers comprise 50% occupancy.
(b): In addition to the warehouses identified herein, we own two warehouses that we do not currently operate but maintain in operational condition.
(c): Warehouse held under an operating lease.
(d): Warehouse held under a capital lease.
(e): Warehouse owned with a Ground Lease in place.
(f): Warehouse held under a securitized loan pool agreement.
(g): Warehouse mortgaged under the company's revolving credit facility.
(h): Warehouse part of a larger campus, number of tenants above encompasses all related properties within campus.
(i): Warehouse subject to a negative pledge under the company's revolving credit facility.
(j): Warehouse held under a lease, treated as a failed sale & leaseback for accounting purposes.
(k): Warehouse is partly owned (approximately 4.7 mm cubic feet), and partly leased (approximately 3.2 mm cubic feet).
(l): Warehouse is partly owned (approximately 2.2 mm cubic feet), and partly leased (approximately 4.0 mm cubic feet).
(m): An additional lease is expected to begin in March 2010 for a warehouse located in New South Wales, Australia. The warehouse will be approximately 5.6 million cubic feet, and will be classified as a Public Warehouse. In connection with commencing operations at this new leased warehouse, we intend to vacate and cease operations at our two leased warehouses located in Girraween, Australia and transfer the operations of these warehouses to the new location. The leases for the two warehouses to be vacated will expire in June 2010.
(n): Warehouse was expanded by 3.8 million cubic feet to 10.8 million cubic feet effective November 2009.
(o): Warehouse to be vacated in the first quarter of 2010 at end of lease.
(p): This managed warehouse may be transitioned out of our portfolio during the first quarter of 2010.

Our warehouse tenants consist of a cross-section of participants in the food processing, distribution and retailing industries. Our warehouse tenants include most of the major frozen food producers and many of the major food distributors in each of the countries in which we operate. The completion of the formation transactions will add approximately 1,900 new warehouse tenants to our business, bringing our customer base to a total of approximately 3,100 separate accounts with our ten largest warehouse tenants accounting for approximately 39%, in the aggregate, of pro forma combined warehouse revenues for the nine months ended September 30, 2009. Furthermore, the 15 largest warehouse tenants represent approximately 51% of our pro forma combined warehouse revenue for the nine months ended September 30, 2009. No warehouse tenant accounted for more than 6% of our total warehouse revenue (including revenues of the warehouses and operations included in the formation transactions) in the nine months ended September 30, 2009. Many of our warehouse tenants store products with us at multiple locations across our portfolio of warehouses.

The following table sets forth information regarding our 10 largest warehouse tenants. The following table presents summary information concerning our 10 largest warehouse tenants, based on year-to-date warehouse revenues as of September 30, 2009:

We have long-standing relationships with a large percentage of our warehouse tenants. Our top 15 warehouse tenants (based on our year-to-date warehouse revenues as of September 30, 2009) have had business relationships with us that have lasted, on a weighted average basis, more than 25 years. We also have long-term contracts with certain of our warehouse tenants. Based on our year-to-date warehouse revenues as of September 30, 2009, 56% of our revenues were derived from long-term contracts. These long-term contracts encompass only warehouse tenants who account for more than $100,000 in annualized year-to-date warehouse revenues as of September 30, 2009. Although these existing long-term contracts have a weighted average of 3.6 years remaining on their terms, most of them do not obligate the warehouse tenant to use our warehouses or meet any minimum contractual obligation.

The following table sets forth a summary of our properties after completion of the formation transactions, based on information as of September 30, 2009, sorted by geographic region:

Country / Region									Warehouse Revenues Last Twelve Months (in thousands)(b)		Revenues per Cubic Foot(a)

OWNED / LEASED(c)
United States(d)
	Pacific	28	163.8	16	%	6,580.6	78	%	$	167,182	$	1.02
	North Central	20	142.4	14	%	5,746.2	87	%		149,608		1.05
	Southeast	27	138.5	13	%	5,604.3	69	%		116,545		0.84
	Southwest	22	124.0	12	%	4,902.2	81	%		130,080		1.05
	Northeast	19	122.9	12	%	4,827.9	76	%		139,509		1.14
	South Central	18	118.6	11	%	6,062.7	76	%		114,197		0.96

United States Total		134	810.1	78	%	33,723.9	78	%		817,121		1.01
Non-U.S.
	Australia(e)	10	36.9	4	%	1,359.6	80	%		93,523		2.53
	New Zealand	8	18.6	2	%	689.0	90	%		24,418		1.31
	Argentina	2	8.0	1	%	219.8	92	%		10,434		1.31

Non-U.S. Total		20	63.5	6	%	2,268.4	85	%		128,375		2.02

OWNED / LEASED TOTAL		154	873.7	84	%	35,992.3	78	%	$	945,496	$	1.08

MANAGED
United States(d)
	Pacific	1	4.6	*		131.5
	North Central	4	31.6	3	%	965.4
	Southeast	2	14.8	1	%	1,584.0
	Southwest(f)	6	59.4	6	%	2,814.2
	Northeast	3	23.2	2	%	891.1
	South Central	2	9.9	1	%	316.6

United States Total		18	143.6	14	%	6,702.8
	Australia	2	15.0	1	%	532.4

Australia Total		2	15.0	1	%	532.4
	Canada	1	5.3	1	%	167.1

Canada Total		1	5.3	1	%	167.1

MANAGED TOTAL		21	163.9	16	%	7,402.2

PORTFOLIO TOTAL		175	1,037.5	100	%	43,394.5

WAREHOUSE IN DEVELOPMENT(g)		1	7.0			195.7

Occupancy rates in the above table are in absolute amounts based on total potential storage space available within a warehouse. We do not believe that a 100% occupancy rate is always optimal. Rather, we believe that occupancy of approximately 90% is optimal because it allows for efficient putaway, storage and retrieval of our warehouse tenants' produces. Accordingly we deem 90% occupancy to be "full occupancy". We allow warehouses to have occupancy rates above this "full" amount to the extent that we determine it to be beneficial to our customer relationship or where we are able to derive additional revenues which may partially offset the resulting cost increases.

Our warehouse tenants store a variety of commodities in our warehouses. The following table sets forth information concerning the types of commodities that our warehouse tenants store in our warehouses based on a percentage of our warehouse revenues for the month of September 2009 (on a combined basis assuming completion of the formation transactions).

The percentages shown in this diagram are only estimates and may not be indicative of the future mix of warehouse revenues. These percentages are based on data derived from our internal systems and reflect management's estimated allocation of revenues by commodity.

We provide our warehouse tenants with temperature-controlled warehousing and inventory management services as a comprehensive part of our core services. Information management and information systems are critical to successful distribution programs. Therefore, we assist our warehouse tenants in establishing and developing accurate and cost effective inventory management programs by connecting customer enterprise resource planning systems with our real-time systems through electronic data interchange and the Internet.

In our transportation division, we provide temperature-controlled transportation services to warehouse tenants and other customers. The transportation division is primarily a non-asset based transportation provider that integrates all aspects of inbound and outbound freight management to or from our warehouse tenant's facilities, our warehouses, consolidation centers and end-market locations. We do, however, own or lease 222 trucks and 593 trailers that we use primarily for routes of 500 miles or less (based on information as of September 30, 2009).

While competitors are making efforts to improve their transportation services to customers, we believe that our established transportation and distribution services are a significant competitive advantage as most of our other competitors do not have our experience in integrating distribution and transportation services with a temperature-controlled warehouse business. We believe our warehouse tenants and customers benefit from our ability to provide less-than-full-truckload distribution services, as well as our ability to consolidate shipments.

We operate certain warehouses that are owned by third parties on behalf of their owners. Our warehouse management division provides a complete logistics outsourcing solution by managing all aspects of the distribution, including order management, reverse logistics, inventory control and, in some instances, dedicated transport services for temperature-controlled and ambient warehouse tenants.

We operate these warehouses on a cost reimbursement basis. In addition, we receive a fixed management fee, and may earn incremental revenue for meeting or exceeding predetermined key performance indicators. In addition, we have a limited number of arrangements with certain food service and distribution customers in Australia and New Zealand that store products at certain warehouses acquired through the formation transactions whereby we purchase inventory from these customers and sell it on their behalf, subject to obligations on these customers' parts to repurchase all unsold inventory.

The land that we own around our Carthage, Missouri warehouses contains substantial limestone deposits. We operate a limestone quarry at this location. We do not view the operation of the quarry as part of our core competencies and we intend to entertain reasonable offers to dispose of this asset, subject to compliance with covenants in our debt agreements.

Our sales and marketing efforts are integrated across all levels of management. Senior management has the responsibility for major warehouse tenants, including all national warehouse tenants. In addition, warehouse tenants in each region are serviced by regional vice-presidents who

plan and execute regional business development strategies. At the local level, individual warehouse managers are responsible for developing and maintaining long-term relationships with warehouse tenants.

Our management is aggressively pursuing business development opportunities that arise from natural market growth as sales of frozen foods increase and the trend towards the use of outsourced warehousing continues. We believe that by taking an active role in working with warehouse tenants to streamline their supply chains, and by providing a broad range of critical ancillary services, we will maintain our competitive advantages over our competitors.

The food industry demands specific functionality required for effective management in the temperature-controlled warehouse supply chain such as product holds, product recall, inventory management via lot/date codes, catch weights, inventory rotation, chain of temperature custody, multi-temperature shipments, and a number of other features. We provide such functionality through our warehouse management systems. Our transportation management systems are fully integrated with our warehouse management systems to allow us additional advanced features such as the ability to consolidate multiple loads from different customers onto a single truckload and thereby reduce customers' freight costs. Our transportation management systems also provide fleet management capabilities for our equipment as well as management of the majority of our loads by externally brokered services. Our labor management systems give us detailed real time visibility into our usage of labor as it is our single largest controllable warehouse expense.

Our Information Technology platform has differentiating proprietary capability that allows us to effectively service our warehouse tenants while they store their products with us. Our systems track, trace, and control the warehouse tenants' inventory from the time products are scheduled for inbound shipment until they are finally delivered to or on behalf of our warehouse tenants. We utilize custom functionality in each of our warehouse management systems, transportation management systems, labor management system, and our customer portal.

We communicate effectively with our warehouse tenants via a wide range of technology including electronic data interchange, file transfers, and interaction with our systems in real time via our customer portal.

Where possible, we implement best practices for infrastructure including high availability for increased reliability and disaster recovery for full redundancy. Our use of progressive infrastructure technology extends into the warehouse to augment our standard wireless scanning capability with voice technology for order-picking. We also have advanced capabilities to interface with warehouse conveyors and retrieval systems.

In 2010, we expect to begin rollout of a single consolidating platform meeting all of the requirements of our company and the warehouses newly incorporated from Versacold included in the formation transactions. We intend to accomplish this by using RedPrairie, a platform of commercial software packages linked with custom modules in key areas of proprietary knowledge. We expect to be able to accomplish this quickly due to our strength of infrastructure technology.

We are in the process of implementing an International Organization for Standardization (ISO) 9001 quality system at each of our warehouses, although it is not common in the temperature-controlled warehouse business. The key benefits of this initiative are the efficiencies and repeatability that comes from documenting what we do, doing what we have documented, and maintaining the objective evidence to demonstrate compliance. In addition to the internal audit of our compliance with the ISO system at each warehouse, we also will have to be externally audited on a regular basis to maintain our registration. After establishing a baseline ISO capability, we intend to implement additional ISO measures regarding relevant standards for occupational safety, food safety, and environmental management.

In addition to documentation of our processes via ISO, we have embarked on Lean Sigma Continuous Improvement to establish a culture of continuous improvement across our business using the tools and techniques of Lean Manufacturing, Six Sigma, and Project Management. We have focused 20 fulltime individuals on continuous improvement and in the first year of implementation have more than offset the investment costs. Productivity improvement and cost reductions are accomplished by eliminating waste and reducing process variability.

These quality control procedures allow us to further differentiate our warehouses from those of our competitors.

The name "Americold" and the Americold logo are registered trademarks. We have established considerable goodwill with customers under this brand name and believe that its reputation in our industry is a strong competitive advantage.

The temperature-controlled warehouse business is energy-intensive. Keeping food products refrigerated or frozen requires large amounts of power and managing energy costs is a priority for us and our warehouse tenants. For the nine months ended September 30, 2009, energy costs amounted to approximately 8% of our pro forma combined warehouse revenues. Certain jurisdictions in which we operate, or will operate after the formation transactions, have deregulated market-based electricity markets, such as Texas, Maine, Massachusetts and Australia. To manage our exposure to volatile energy prices, we and Versacold have entered into forward contracts in the markets where hedging is permitted in order to purchase electricity at a fixed cost for all or a portion of our anticipated electricity requirements. In New Zealand, Versacold has entered into fixed price, variable volume energy contracts for any costs related to the generation of energy as this portion of the energy cost is not regulated. These hedging arrangements will remain in place following the completion of the formation transactions. We generally review and adjust pricing based on inflationary cost increases and business profile changes that materially affect our cost structures. For those customers with price increase mechanisms in their contracts that are tied to PPI or related indices, we have the ability to recover cost increases which are incorporated in the indices, such as wage increases and increases in energy, property taxes and other costs. Additionally, in certain regions, for customers where contract language does not explicitly address energy costs, we utilize a power surcharge accessorial to recover energy cost increases above a set level. We are currently exploring alternatives to lower our energy costs by employing solar power generation technologies at a select number of our warehouses.

Many laws and governmental regulations are applicable to our properties and changes in these laws and regulations, or interpretation of such laws and regulations by agencies and the courts, occur frequently. We believe that each of our warehouses has the necessary permits and approvals to operate its business.

revocation of environmental permits or restrictions on our operations. Future changes in environmental laws or in the interpretation of those laws, including stricter requirements affecting our operations, could result in increased capital and operating costs, which could materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution to our shareholders.

Most of our warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the EPA and an accident or significant release of ammonia from one of our properties could result in injuries, loss of life and property damage. Releases of ammonia occur at our warehouses from time to time. Although our warehouses have EPA-required Risk Management Programs in place, we could incur significant liability in the event of a significant unanticipated release of ammonia from one of our refrigeration systems. Environmental laws and regulations subject us and our warehouse tenants to liability in connection with the storage, handling and use of ammonia and other hazardous substances used in our operations. Our warehouses also may have under-floor heating systems some of which utilize ethylene glycol or other hazardous substances; releases from these systems could pose a risk of soil and groundwater impacts.

undiscovered environmental conditions arising out of past activities on our properties or (iii) our properties will not be adversely affected by the operations of warehouse tenants, by environmental impacts or operations on neighboring properties (such as releases from underground storage tanks), or by the actions of parties unrelated to us.

Most of our warehouses are subject to compliance with federal regulations regarding food safety. Under the Bioterrorism Act of 2002, the United States Food and Drug Administration ("FDA") requires us to register all warehouses in which food is stored and further requires us to maintain records of sources of food (for purposes of food recalls). The United States Department of Agriculture ("USDA") also grants to some of our warehouses "ID status", which entitles us to handle products of the USDA. Our customers often require us to perform food safety audits and as a result we subject our warehouses to periodic food safety audits which are for the most part carried out by ASI Food Safety Consultants ("ASI"), a third-party provider of such audits. For a managed warehouse in which we do not own the warehouse, we also may use the services of AIB International, another third-party provider of such audits, as directed by the customer. We are also aware of the British Retail Consortium Standards ("BRC") governing food safety standards which we expect to become the norm in the near future. Although not dissimilar from the ASI standards, meeting the actual BRC standards which will encompass such things as site standards, product control, process control, personnel and Hazard Analysis Critical Control Point plans will likely be required of us in the future by our customers.

The ADA generally requires that public buildings, including portions of our warehouses, be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants. If, under the ADA, we are required to make substantial alterations and capital expenditures in one or more of our warehouses, including the removal of access barriers, it could adversely affect our financial condition and results of operations, as well as the amount of funds available for distribution to our shareholders.

Our properties are subject to regulation under OSHA, which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate is substantial and any failure to comply with these regulations could expose us to substantial penalties and potentially to liabilities to employees who may be injured at our warehouses.

Our properties are also subject to various national, federal, state and local regulatory requirements such as fire and life safety requirements. Failure to comply with these requirements could result in the imposition of fines by governmental authorities or awards of damages to private litigants. We believe that our properties are currently in substantial compliance with all such regulatory requirements. However, there can be no assurance that these requirements will not be changed or that new requirements will not be imposed which would require significant unanticipated expenditures by us, which expenditure could have an adverse effect on our financial condition, results of operations and cash flows.

We carry comprehensive general liability, fire, extended coverage, earthquake, business interruption, and umbrella liability coverage on all of our properties with limits of liability which we deem adequate. Similarly, we are insured against the risk of direct physical damage in amounts we believe to be adequate to reimburse us on a replacement basis for costs incurred to repair or

rebuild each property, including loss of business profits during the reconstruction period. The cost of such insurance is passed through to warehouse tenants through regular rates for storage and handling.

We are self-insured for workers' compensation and health insurance, and we maintain excess loss coverage to insure against losses in excess of the reserves that we have established for these claims in amounts that we consider appropriate. However, if our loss experience exceeds our reserves and the limits of our excess loss policies, there could be material adverse effects on our financial condition and results of operations.

We regularly evaluate risk in the organization in an attempt to identify and cover perils that are deemed potentially to have a material effect on the business liquidity if realized. From time to time we also identify risks that are considered highly theoretical in nature and consciously choose to self-insure these possibilities. In addition, we seek advice from professional brokers with respect to appropriate levels and forms of coverage to bind. We will select policy specifications and insured limits which we believe to be appropriate given the relative risk of loss, the cost of the coverage and industry practice and, in the opinion of our company's management, the properties in our portfolio are currently, and upon completion of this offering will be, adequately insured.

We will not carry insurance for generally uninsured losses such as loss from riots, war or acts of God; however, we do include coverage for risks across all programs for acts of terrorism. We will carry earthquake insurance on our properties in areas known to be seismically active and flood insurance on our properties in areas known to be flood zones, in an amount and with deductibles which we believe are commercially reasonable.

From time to time, we may be party to a variety of legal proceedings arising in the ordinary course of our business. We are not a party to any material litigation or legal proceedings or, to the best of our knowledge, any threatened litigation or legal proceedings which, in the opinion of management, individually or in the aggregate, would have a material impact on our financial condition, results of operations or cash flows.

A subsidiary of Versacold operates eleven warehouses in four states which are leased from affiliates of Inland American Real Estate Trust, Inc. ("Inland American"). These leases are currently subject to pending legal actions in both federal and state courts in Minnesota. Although the Versacold tenant has consistently paid all of its rent and other payments due under its leases, Inland American has sued the Versacold tenant in Minnesota state court seeking to evict it from one of the four warehouses located in Minnesota on the basis that its ultimate parent company, which is an Icelandic company and the guarantor under the leases, filed a petition to seek "composition" under the laws of Iceland on July 1, 2009 (from which it emerged in August 2009). In addition, the Versacold tenant filed two actions (one in federal court in Minnesota, and the other in Minnesota state court) seeking a declaration that it is not in default or breach of its leases with Inland American. The state court action filed by the Versacold tenant has been removed to, and is now pending in, federal district court in Minnesota, along with the other related lawsuit initially filed in federal court by the Versacold tenant. In both federal actions, Inland American has asserted counterclaims seeking a declaration that the leases are in default and the landlord is entitled to remedies, including rent payment for the remainder of the term. The Versacold tenant believes it has meritorious defenses to any claim that a material breach of the leases has occurred and does not believe that Inland American has the legal right to terminate the leases or evict the Versacold tenant or that it is otherwise entitled to any other relief in its lawsuit against the Versacold tenant. We do not believe that an adverse ruling on the cases would have a material adverse effect on the business of our company taken as a whole.

In our industry, the principal competitive factors are warehouse location, warehouse size, breadth and interconnectivity of warehouse networks, quality, type of service and price. For refrigerated food customers, transportation costs are typically significantly greater than warehousing costs and, accordingly, location and transportation capabilities are also major competitive factors. The size of a warehouse is important in part because large warehouse tenants generally prefer to have all of their products needed to serve a given market in a single location and to have the flexibility to increase storage at that single location during seasonal peaks. In areas with direct local competition, warehouse tenants generally will select a temperature-controlled warehouse based upon service level, price and the quality of the warehouse. In addition, some food producers, processors and distributors attend to their own warehousing and distribution needs by either building or leasing warehouses, creating a private warehousing market which may compete with the public warehouse industry. Many warehouse tenants, including those for whom private warehousing is a viable option, will select distribution services based upon service level and price, provided that an appropriate network of related storage facilities is available. The breadth and quality of information and integrated logistics management services provided is an additional and increasingly important basis upon which we compete in the marketplace.

In addition, we compete for the business of warehouse tenants and potential warehouse tenants who may choose to provide temperature-controlled warehousing in-house.

The United States temperature-controlled warehouse industry is highly fragmented among numerous owners and operators. We believe that our main competitors include United States Cold Storage, Inc. (a subsidiary of Swire Cold Storage), Millard Refrigerated Services, Preferred Freezer Services, LLC, Henningsen Cold Storage Co., Inland Cold Storage Inc., and Terminal Freezers Inc., in addition to numerous other local, regional and national temperature-controlled warehouse owners and operators.

Our main competitor in Australia is Swire Cold Storage, which operates warehouses and services all of the major Australian markets, representing approximately 32% of total temperature-controlled warehouse space in Australia. Generally, our other competitors operate in only one region and do not compete in the retail market that comprises the majority of our revenue.

Our management believes that our main competitor in New Zealand is Polarcold Stores, which operates an estimated nine warehouses and is the largest public warehouse operator in New Zealand. Polarcold Stores specializes in bulk storage and focuses on the commodity market with warehouses located near New Zealand's export ports. Generally, our other competitors also service the commodity market and operate in only one region.

We have several competitors in the Buenos Aires market, which tend to be small operations. The next largest competitor to our warehouses in the Buenos Aires market is a privately owned warehouse that leases available space to third parties from time to time. Another competitor, Axis Logistics, has relatively small temperature-controlled warehouse capacity but is our major competitor for transportation and distribution services.

The competitive environment of China is extremely fragmented and largely consists of large regional or city-based, state-owned providers of warehousing or small, private single-facility owners. Currently there are a limited number of temperature-controlled warehouse and logistics providers with multi-market or national distribution capabilities. The largest multi-client warehouse managers include HAVI Logistics, Kan Xin Logistics Co., Ltd., Beijing Er Shang Group Co., Ltd., and Shanghai Jin Jiang International Investment Co., Ltd. The specific service capabilities and quality of each of these providers vary significantly by operator, location and market. Many warehouse operations in China today are relatively inefficient and out-dated, multi-story facilities, with a smaller number of modern, racked single-story facilities.

We are involved in providing services to food producers, distributors and retailers whose businesses, in some cases, are seasonal or cyclical. The involvement of our warehouse tenants in a cross-section of the food industry has mitigated the impact of seasonalities, as peak demand for various products occurs at different times in the year (for example, demand for ice cream is typically highest in the summer while demand for frozen turkeys usually peaks in the late fall). The addition of the southern hemisphere operations in Australia, New Zealand and Argentina through the formation transactions should somewhat reduce the impact of seasonality in our world-wide operations, as their growing and harvesting cycles are complementary to North America.

Upon completion of the formation transactions, we will employ approximately 12,400 people (based on information as of September 30, 2009). Seventy-one of our 175 operational warehouses are unionized, governed by 66 different collective agreements. We successfully renegotiated 16 collective bargaining agreements which expired in 2009, and are currently negotiating four, without any labor disputes. We are also currently negotiating the termination of one collective bargaining agreement, and expect to negotiate the termination of a second collective bargaining agreement during 2010, in connection with the closure of two of our warehouses. Twelve collective bargaining agreements are scheduled for re-negotiation in 2010 and we do not anticipate any disruption of services due to contract negotiations. We have a good working relationship with our unions and there has been no labor dispute at any of our warehouses in over a decade.

Pursuant to our declaration of trust, each of our trustees is elected by our shareholders to serve until the next annual meeting or until his or her successor is duly elected and qualifies. The first annual meeting of our shareholders after this offering will be held in 2011. Subject to rights pursuant to any employment agreements, officers serve at the pleasure of our board of trustees.

The following table sets forth certain information concerning the individuals who will be our trustees and executive officers upon the completion of this offering:

Name		Position

Executive Officers
Jozef Opdeweegh	43	Trustee and Executive Chairman
H. Brent Sugden	61	Chief Executive Officer
Ronald B. Hutchison	59	Chief Financial Officer and Executive Vice President
Neal J. Rider	48	Chief Operating Officer and President of U.S. Business
Timothy L. Oglesby	52	Chief Information Officer and Executive Vice President of Process & Technology
Chris E. Hughes	42	Executive Vice President of Business Development
Gregory A. Bryan	46	Executive Vice President of Transportation
Susan C. Haley	51	Executive Vice President of Human Resources
Non-Employee Trustees
Frederic F. Brace*	52	Trustee
Stephen R. Sleigh	53	Trustee
Ira Tochner	48	Trustee
		Trustee Nominee
		Trustee Nominee
		Trustee Nominee

The following is a biographical summary of the experience of the individuals who will be our trustees and executive officers upon the completion of this offering:

Jozef Opdeweegh. Mr. Opdeweegh has served as a trustee of our company since April 2008 and served as our interim principal executive officer from September 1, 2008 through March 31, 2009, until being formally appointed as our Chief Executive Officer in April 2009. Upon consummation of this offering, he will serve as our Executive Chairman. Prior to joining our executive team, Mr. Opdeweegh acted as an advisor to Yucaipa. From 2000 to 2007, Mr. Opdeweegh was the Chief Executive Officer and President of TDS Logistics, Inc., a global provider of complex supply chain solutions, which merged with Walsh Western International to form syncreon, a specialized provider of integrated logistics services. From 1997 to 2000, Mr. Opdeweegh was the managing director for Europe of TDS Automotive. Mr. Opdeweegh has a Handelsingenieur, the Dutch equivalent of a Master of Engineering, as well as an M.B.A., from the University of Limburg, Belgium.

H. Brent Sugden. Upon consummation of this offering, Mr. Sugden will serve as our Chief Executive Officer. He has served as the Chief Executive Officer and President of Versacold since January 2001 and was the Chairman of the Board of Versacold from May 2002 to May 2005. During his career in the supply chain management, distribution and logistics industry, Mr. Sugden has also

held senior executive positions with Tibbett & Britten Group North America, Inc., a logistics and supply chain solutions provider; Overwaitea Food Group, a regional chain of supermarkets located in British Columbia, Canada; and the Associated Grocers, a retailers cooperative. Mr. Sugden has a B.A. from the University of Alberta, Canada.

Ronald B. Hutchison. Mr. Hutchison has served as our Chief Financial Officer and Executive Vice President since August 2007. From 2004 to 2007, Mr. Hutchison served as Chief Financial Officer and Executive Vice President of Interstate Bakeries Corp., a publicly-traded producer of baked goods. Prior to that, he was the Chief Restructuring Officer and Executive Vice President of Aurora Foods Inc., a food manufacturer from 2003 to 2004. From 2002 to 2003, Mr. Hutchison was Chief Restructuring Officer and Executive Vice President of Kmart Corp., a nationwide retailer. Mr. Hutchison earned a B.S. in Accounting from the University of Akron and he is a certified public accountant.

Neal J. Rider. Mr. Rider has been affiliated with the company since November 2004 and has been our Chief Operating Officer and President of International Business since September 2009. Prior to joining our executive team, he served as an advisor with Yucaipa. Mr. Rider previously worked for Fleming Companies, Inc., a distributor of consumer packaged goods, where he last served as the Executive Vice President of Business and Operations Development. Mr. Rider has also served as Chief Financial Officer, Senior Vice President of Healthcare Operations, Senior Vice President in the Procurement and Logistics division, Treasurer and Controller of American Stores Company, a large food and drug retailer. Mr. Rider earned a B.S. in Accounting at the University of Montana and earned an M.B.A. from the University of Utah.

Timothy L. Oglesby. Since joining our executive team in September 2008, Mr. Oglesby has served as our Chief Information Officer and Executive Vice President of Process and Technology. Prior to joining our executive team, Mr. Oglesby served as Executive Vice President and Chief Information Officer for syncreon from July 2004 through January 2008. Mr. Oglesby has held a variety of management positions at syncreon, Magna Donnelly Corporation, General Electric Capital Services, Inc., Trinity Industries Inc. and Northrop Grumman Corporation. Mr. Oglesby holds bachelor degrees in math and chemistry from McMurry University.

Chris E. Hughes. Mr. Hughes joined our executive team in October 2003, as our Vice President of Lead Logistics, and has served as our Executive Vice President of Business Development since December 2008. From June 2005 to December 2008, he served as our Senior Vice President of Supply Chain Solutions. He is responsible for new business development, marketing, business analysis and supply chain optimization services. Prior to joining our executive team, Mr. Hughes served as the Senior Director of Global Supply Chain and Senior Director of Logistics at Avon Products, Inc. Mr. Hughes has also served as a senior consultant with Coopers & Lybrand's supply chain strategy practice and as Manager of International Logistics for L.A. Gear, Inc. Mr. Hughes holds a B.A. from Princeton University.

Gregory A. Bryan. Mr. Bryan joined the company in May 2002, as our Senior Vice President of Transportation, and has served as our Executive Vice President of Transportation since December 2008. Prior to joining the company, Mr. Bryan served as the General Manager of Transportation at Ryder Integrated Logistics Inc. ("Ryder"), where he was responsible for leading Ryder's third-party non-asset-based global transportation group. Prior to his tenure at Ryder, Mr. Bryan held management positions in LogiCorp, Inc., a start-up logistics management company that was acquired by Ryder. Mr. Bryan has also held management positions in transportation with Ford New Holland and Union Carbide Corporation. Mr. Bryan holds a B.S. in Logistics and an M.B.A. from Pennsylvania State University.

Susan C. Haley. Upon completion of the offering, Ms. Haley will serve as our Executive Vice President of Human Resources. She has served as Versacold's Senior Vice President of Human Resources and Risk Management since 2006. Prior to that, Ms. Haley served as Vice President of Strategic Alliances and Chief Administrative Officer with Compli Corporation. Before attending graduate school in 2002, Ms. Haley served as our Vice President of Human Resources. Ms. Haley holds a B.S. from Oregon State University and an M.B.A. from Portland State University.

Frederic F. Brace. Mr. Brace has served as a member of our board of trustees since January 2009. From August 2002 to November 2008, Mr. Brace served as the Chief Financial Officer and Executive Vice President of UAL Corporation, an airline holding company that owns and operates United Air Lines, Inc. Mr. Brace also served as a Senior Vice President from 1999 to 2001 and held various other management positions since 1988 at UAL Corporation. Currently, Mr. Brace also serves on the board of directors of The Great Atlantic & Pacific Tea Company, Inc. (A&P), an operator of supermarkets, drug stores and discount food stores, BearingPoint, Inc., a management and technology consulting firm, and Anixter International Inc., a distributor of communication products.

Stephen R. Sleigh. Dr. Sleigh has served as a member of our board of trustees since July 2008. Dr. Sleigh is a principal at Yucaipa. Prior to joining Yucaipa in 2006, Dr. Sleigh worked for fourteen years in senior research and strategic positions with the International Association of Machinists and Aerospace Workers and the International Brotherhood of Teamsters. Dr. Sleigh has extensive knowledge in collective bargaining, pension and health care issues.

Ira Tochner. Mr. Tochner has served as a member of our board of trustees since March 2008 and has served as the chairman of the board of trustees since April 2009. Mr. Tochner is a partner at Yucaipa. Prior to joining Yucaipa in 1990, Mr. Tochner was a manager in the audit division of Arthur Andersen & Co. In addition to serving on our board of trustees, Mr. Tochner serves as a director of Allied Holdings, Inc. and Simon Worldwide, Inc.

Our board of trustees currently consists of Messrs. Brace, Opdeweegh, Sleigh and Tochner. Upon completion of this offering, we intend to appoint , and to our board of trustees.

After the completion of this offering, Yucaipa will continue to control a majority of our outstanding common shares. As a result, we are a "controlled company" within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain NYSE corporate governance standards, including:

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent trustees, our nominating and corporate governance committee and our compensation committee will not consist entirely of independent trustees and such committees will not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

Upon the consummation of this offering, our board of trustees will appoint an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which will have the composition and responsibilities described below. Our board of trustees may from time to time establish other committees to facilitate the management of our company. The composition of each committee will comply with the applicable listing requirements and other rules of the NYSE.

Our board of trustees has established an audit committee, which, upon completion of this offering, will be composed of three of our independent trustees, , , and , each of whom is "financially literate" as required by the NYSE. We expect that will chair our audit committee and serve as our "audit committee financial expert" as that term is defined by the SEC. The committee assists the board in overseeing:

The committee is also responsible for engaging independent public accountants, approving professional services provided by the independent public accountants, reviewing the independence of the independent public accountants, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.

Upon completion of this offering, our compensation committee will be comprised of , , and as its chair.

The nominating and corporate governance committee will be responsible for seeking, considering and recommending to the full board of trustees qualified candidates for election as trustees and recommending a slate of nominees for election as trustees at the annual meeting of shareholders. It will also periodically prepare and submit to the board for adoption the committee's selection criteria for trustee nominees. It will review and make recommendations on matters involving general operation of the board and our corporate governance and annually recommend to the board nominees for each committee of the board. In addition, the committee will annually facilitate the assessment of each member of the board of trustees and management and report thereon to the board. Upon completion of this offering, our nominating and corporate governance committee will be comprised of , , and as its chair.

Upon consummation of this offering, our board of trustees will adopt a code of ethics that applies to all of our trustees, officers and employees, including our chief executive officer and chief financial officer. The code will address, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under federal securities laws, confidentiality, trading on insider information and reporting of violations of the code of ethics. Upon adoption, a copy of our code of ethics will be posted on our web site at www.americoldrealty.com.

None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our board of trustees or compensation committee.

The following describes our compensation program for our named executive officers, including our chief executive officer, chief financial officer, three most highly compensated executive officers, and our former chief executive officer who held such position before leaving our employment on August 31, 2008. This discussion and analysis should be read together with the tables and related footnote disclosures detailed below under the heading "Executive Compensation".

The objectives of our executive compensation program are to attract, motivate and retain talented, high-caliber executives necessary to lead us in achieving business success. A key

objective is to create a performance-oriented culture such that a significant portion of each executive officer's compensation is contingent on the achievement of corporate and individual performance goals. We aim to establish a compensation program that aligns the performance of our executive officers with our business plan and strategic objectives by focusing management on achieving strong short-term performance in a manner that supports and ensures our long-term success and profitability. We currently have a number of different components in our executive compensation program, including base salary, annual non-equity based incentive awards, equity-based incentive awards and retirement and health/welfare benefits, each of which is designed to support our objectives.

We believe it is important to have a leadership team that is capable of successfully operating and maintaining our growth in our business. Consistent with this principle, we strive to establish an executive compensation program that enables us to attract and retain talented executives with extensive management experience within our industry. It is a key objective to ensure that compensation provided to executive officers remains reasonable and responsible yet competitive relative to the compensation paid to similarly situated executives at comparable companies. While it is essential that our overall compensation levels be sufficiently competitive to attract talented leaders and motivate those leaders to achieve superior results, our executive compensation programs are intended to be consistent with our focus on managing costs.

We appreciate the need for shareholders to have the opportunity to understand all of the elements of our executive compensation program and we are committed to providing disclosures on a timely basis, so shareholders can understand the rationale for, and objectives of, our executive compensation decisions.

Our compensation committee will ensure that our executive compensation program is consistent with our compensation objectives and corporate governance guidelines. It will review compensation and benefits practices and policies, will review and recommend to our board of trustees the compensation for our executive chairman and chief executive officer, and will review and approve the compensation for other executive officers, including base salary, cash bonuses, equity-based awards, employment agreements, severance agreements, and any other special or supplemental benefits or arrangements. Our compensation committee will also establish and approve performance goals and objectives for our executive chairman and chief executive officer and will evaluate our executive chairman's and chief executive officer's performance against such goals and objectives. Furthermore, our compensation committee will review and approve financial targets for our short-term incentive plan and will approve all payouts under the plan.

Additionally, our compensation committee will approve, administer and interpret our executive compensation and benefit policies, including our 2008 Equity Incentive Plan and 2010 Equity Incentive Plan. Upon completion of this offering, our compensation committee will be comprised of , and , who will act as its chair.

Our compensation approach is necessarily tied to our stage of development and growth as a company. Accordingly, the specific direction, emphasis and components of our executive compensation program will continue to evolve as our company and its underlying business strategy and performance expectations continue to grow and develop. Our compensation committee will continue to evaluate our compensation philosophy and make modifications to ensure an appropriate balance of compensation and incentives is maintained to drive the business.

Our chief executive officer, Mr. Opdeweegh, has played a significant role in the compensation-setting process. In 2008, Mr. Opdeweegh evaluated the performance of our executive officers, developed business performance guidelines and determined salary and bonus levels and assisted in the determination of option awards.

Following the consummation of this offering, we anticipate that our executive chairman and chief executive officer will assist our compensation committee in setting its agenda for meetings and participate in compensation committee meetings at the compensation committee's request. Each of our executive chairman and chief executive officer will also likely provide the compensation committee with background information regarding our strategic objectives, evaluate the performance of our executive officers, and make compensation recommendations for our executive officers (in each case, other than himself).

Our current executive compensation strategy is based on compensating named executive officers at competitive levels, with the opportunity to impact their total annual compensation through performance-based incentive programs that include both cash and equity elements. Our approach to total executive compensation is designed to drive results that maximize our financial performance and deliver value to our shareholders. In light of our compensation philosophy, we believe that the total compensation package for our named executive officers should continue to consist of base salary, annual bonus awards, and long-term equity-based incentives, coupled with a competitive benefits package.

Base salaries for executive officers are established based on position-specific responsibilities, taking into account competitive market compensation for similar positions, the skills and experience of the individual, individual performance, and other subjective factors deemed relevant by the chief executive officer, the compensation committee and the board of trustees. Base salaries have historically been reviewed annually by our chief executive officer with respect to all executive salaries other than his own and by the board of trustees in the case of the salary of the chief executive officer. In connection with such reviews, adjustments are made where deemed appropriate, or at other times to reflect significant changes in job responsibilities or market conditions. See "— Employment Agreements and Potential Payments upon Termination" for more information regarding base salary of the named executive officers.

Our Management Incentive Bonus Plan serves to motivate named executive officers to achieve certain pre-established financial performance measures and fulfills an important part of our compensation philosophy, while aligning the interests of our named executive officers towards the achievement of a common goal of maximizing our earnings and enhancing shareholder return.

Under our Management Incentive Bonus Plan, our named executive officers are entitled to receive a cash bonus payment equal to a certain percentage of their respective base salaries based upon our achievement of a pre-established financial performance measure. In 2008, the board of trustees selected as the Management Incentive Bonus Plan financial performance measure a measure based upon EBITDA with certain adjustments, including the exclusion for the impact of certain severance and reorganization expenses; consulting, travel reimbursement, and other related expenses associated with our international business development; and certain unplanned, non-operational expenses of a non-recurring or extraordinary nature.

The target financial performance level for purposes of the 2008 Management Incentive Bonus Plan was set in accordance with the budget approved by the board of trustees. Additionally, the board of trustees established the threshold financial performance level, below which no bonus would be paid under the Management Incentive Bonus Plan, at 95% of the target EBITDA for Messrs. Hughes and Bryan. Consistent with the terms of their respective employment agreements, no bonus would be paid to either of Messrs. Rider or Hutchison if our target EBITDA level was below 90%. Messrs. Opdeweegh and Schnug did not participate in the Management Incentive Bonus Plan in 2008, although Mr. Opdeweegh did earn a discretionary bonus of $450,000, or 60% of his annual salary, upon the recommendation of the board of trustees. Mr. Opdeweegh, along with Messrs. Rider, Hutchison, Hughes and Bryan are participants in the Management Incentive Plan for 2009.

In 2008, Management Incentive Bonus Plan payments for financial performance below or above the established performance target level were prorated on a graduated scale commensurate with performance levels in accordance with the following schedule:

% of Target Performance Level

90%		6.83	%	6.83	%	—
91%		13.64	%	11.15	%	—
92%		20.46	%	15.46	%	—
93%		27.28	%	19.78	%	—
94%		34.10	%	24.10	%	—
95%		40.91	%	28.42	%	—
96%		47.73	%	32.73	%	7.00	%
97%		54.55	%	37.05	%	14.00	%
98%		61.37	%	41.37	%	21.00	%
99%		68.18	%	45.68	%	28.00	%
100%		75.00	%	50.00	%	35.00	%
101%		80.00	%	56.67	%	38.50	%
102%		85.00	%	63.33	%	42.00	%
103%		90.01	%	70.00	%	45.50	%
104%		95.01	%	76.67	%	49.00	%
105%		100.01	%	83.33	%	52.50	%
106%		105.01	%	90.00	%	52.50	%
107%		110.02	%	96.67	%	52.50	%
108%		115.02	%	103.33	%	52.50	%
109%		120.02	%	110.00	%	52.50	%
110%		125.02	%	116.67	%	52.50	%
111%		130.03	%	123.33	%	52.50	%
112%		135.03	%	130.00	%	52.50	%
113%		140.03	%	136.67	%	52.50	%
114%		145.03	%	143.33	%	52.50	%
	115% and beyond	150.00	%	150.00	%	52.50	%

Long-term incentives motivate named executive officers to focus on long-term success for shareholders. These incentives provide a balance between short-term and long-term goals and are also important to our compensation program's recruiting and retention objectives. Our long-term incentives are designed to compensate named executive officers for a long-term commitment to us, while motivating sustained increases in our financial performance.

Our long-term incentive program has historically consisted of stock options. In the future, in addition to stock options, we may award restricted stock or other types of equity awards under our 2010 Equity Incentive Plan. See "2010 Equity Incentive Plan" below.

In December 2008, we granted stock options to certain executives, including certain named executive officers, in connection with the adoption of our 2008 Equity Incentive Plan. The exercise price of the options granted in December 2008 was determined by our board of trustees after taking into account a variety of factors, including the quality and growth of our management team and specific and general market comparables within our industry. The December 2008 option grants have an exercise price of $11.32 per share, based upon the recommendation of our board of trustees and taking into account the considerations described above.

In general, twenty percent (20%) of the options granted vest on each of the first, second, third, fourth and fifth anniversaries of the vesting date, as stated in the respective stock option agreement. With respect to the initial option grants in December 2008, our board of trustees determined that, for purposes of the vesting date, grant recipients that were employed by the company as of March 31, 2008 would have a vesting start date of March 31, 2008, and grant recipients who were not employed by the Company on March 31, 2008 would have a vesting start date of the date the grant recipient became an employee of the company.

On December 15, 2008, we granted Mr. Rider options to purchase 148,486 common shares, of which 29,697 shares have vested. On the same date, we also granted each of Messrs. Hutchison, Hughes and Bryan options to purchase 106,061 common shares, of which 21,212 shares have vested. In May 2009, we granted Mr. Rider additional options to purchase 53,031 common shares at an exercise price of $11.32, based upon the recommendation of our board of trustees and taking into account the considerations described above. The additional options have a vesting start date of May 20, 2009. The additional grant was made to Mr. Rider in connection with his assumption of additional responsibilities related to our international business development efforts.

In June 2009, we granted Mr. Opdeweegh options to purchase 954,549 common shares, of which 190,910 shares have vested. The exercise price for Mr. Opdeweegh's options is $11.32, based upon the recommendation of our board of trustees and taking into account the considerations described above. Mr. Opdeweegh's stock option agreement also provides that any unvested stock options will fully vest and become exercisable immediately prior to the date on which a change in control, as defined in the 2008 Equity Incentive Plan, occurs.

In accordance with their respective employment agreements, each named executive officer is entitled to participate in the retirement and health/welfare benefit plans generally available to similarly situated employees. In addition, each named executive officer and his respective family will be provided full health coverage including all expenses associated with medical, dental, and vision treatment and preventative maintenance. We have agreed to reimburse each named executive officer for any employee contributions, deductibles, co-pays, or other upfront out-of-pocket employee payments that are required from these benefit plans, and such reimbursements will be

calculated on a fully grossed-up basis thereby neutralizing any applicable state or federal taxes with the result that there are no net costs to the executive officers.

In accordance with their respective employment agreements, we also provide named executive officers, other than Mr. Opdeweegh, with company-paid financial planning services, capped at $3,000 per year, and a car allowance of up to $1,200 per month. In addition we pay for all gas, oil, insurance, maintenance, repairs, and other expenses reasonably incurred by such executive officers in the operation and maintenance of their respective automobiles. Following a change of control or after our securities have been the subject of a public offering, Mr. Opdeweegh will be entitled to receive the company-paid financial planning services, car allowance and car maintenance reimbursement perquisites described above.

Although our corporate headquarters are in Atlanta, Georgia, we do not require our executive officers to reside in the state of Georgia and certain of our executive officers, including Mr. Opdeweegh, do not reside in Georgia. When such executive officers are visiting our corporate headquarters, they may utilize a condominium that we own. In addition, we reimburse these executive officers for certain airfare, car rental and other travel-related expenses associated with such visits to our corporate headquarters. We agreed to provide these perquisites to these executive officers in order to attract them to join our executive team at a time when they did not live in Georgia.

We maintain the AmeriCold Logistics Savings and Investment Plan, a defined contribution employee benefit plan, which covers all eligible employees. The plan also allows contributions by plan participants in accordance with Section 401(k) of the Code. Employees who are over age 50 are permitted to contribute additional amounts on a pre-tax basis under the catch-up provision of our 401(k) plan subject to limitations of the Code. For nonunion employees, the Company currently matches 50% of employee contributions up to 6% of the employee's pay. An employee's deferrals under our 401(k) plan are 100% vested and nonforfeitable when made to the plan and our matching contributions vest according to the following vesting schedule:

In the event that a participant dies, becomes disabled, or reaches retirement age while still employed by us, the participant will be 100% vested in any company matching contributions that have been credited to such participant's account.

We maintain the AmeriCold Retirement Income Plan, a defined benefit pension plan that covers certain nonunion employees. Effective as of April 1, 2005, we froze benefit accruals for nonunion employees in the AmeriCold Retirement Income Plan. Of our named executive officers, only Messrs. Hughes and Bryan participate in the AmeriCold Retirement Income Plan.

We have a SERP in which certain executive officers are eligible to participate. The SERP provides for certain benefits at retirement or disability and also provides for survivor benefits in the event of the death of the executive. Prior to the implementation of our SERP on January 1, 2005, we maintained two deferred compensation plans for executives, one of which we assumed during a merger and pursuant to which we continue to provide certain benefits to retired managers. In the event an executive had existing balances in one or both of the deferred compensation plans at the time of implementation of our SERP, those balances were consolidated into and governed by the terms of our SERP.

SERP participants may voluntarily defer from 3% to 80% of their base salary and 3% to 80% of their cash bonus compensation. Prior to April 1, 2009, we provided dollar-for-dollar matching credit with respect to salary and/or bonus deferrals of SERP participants that did not exceed 3% of such participant's aggregate compensation. We also have the right to make discretionary credits to SERP participants' accounts in such amounts and at such times as may be determined by us in our sole discretion. SERP participants are 100% vested in any salary or bonus deferral made under the SERP and our matching and discretionary credits that have been credited to a SERP participant's account (and any associated investment earnings) vest according to the following vesting schedule:

Notwithstanding the vesting schedule above, in the event of a change of control, or a participant's death, retirement or disability, such participants will be 100% vested in any company matching or discretionary credits that have been credited to such participant's SERP account. The consummation of this offering constitutes a change of control under our SERP.

Additionally, we have entered into Pension Restoration Agreements with each of Messrs. Rider and Bryan whereby we have agreed to credit their respective SERP accounts with a company discretionary credit. Such discretionary credits are equal to the respective executive's compensation (defined as the aggregate amount of the executive's salary compensation and bonus compensation earned during the plan year) multiplied by the applicable percentage associated with the executive's years of service as of January 1 of such plan year as set forth in the table below:

These company discretionary credits are deemed invested, will vest and will be distributed in the manner provided for under the SERP. In 2008, the discretionary credits for Messrs. Rider and Bryan equaled $37,212 and $9,241, respectively.

The following table summarizes compensation paid or earned by named executive officers in the fiscal year ended December 31, 2008.

(a): This column includes the tax gross-up payments that each of Messrs. Rider, Hughes, Bryan and Schnug received in connection with our SERP.
(b): This column relates to perquisites and other personal benefits. Mr. Opdeweegh received perquisites including use of condominium in Atlanta, Georgia, and reimbursement of airfare, car rental and other travel-related expenses, which did not individually equal the greater of $25,000 or 10% of his total perquisites. Each of Messrs. Rider, Hutchison, Hughes and Bryan received perquisites including automobile allowances and reimbursement for fees incurred in connection with tax and long-term financial planning which did not individually equal the greater of $25,000 or 10% of their respective total perquisites. Mr. Schnug received a housing allowance in the amount of $40,000, and other perquisites, including a car allowance and reimbursement for fees incurred in connection with tax and long-term financial planning, which did not individually equal the greater of $25,000 or 10% of the total perquisites.
(c): This column includes payments in the amount of $900,000, $750,000 and $350,000 that Messrs. Schnug, Rider and Hutchison received, respectively, in May 2008 following the acquisition by four Yucaipa investment funds of the remaining 79.3% of our common shares from Vornado and Crescent on March 31, 2008. Mr. Schnug also received $1,435,485 in accordance with the terms of his Severance Agreement and Complete Release of Claims. See "— Employment Agreements and Potential Payments upon Termination — Severance Agreement and Complete Release of Claims with Mr. Schnug" for a description of the terms of his severance agreement and release of claims.

The following table sets forth, for each named executive officer, the threshold, target and maximum annual short term incentive bonus payments that such named executive officers could have earned in our last fiscal year as a result of our EBITDA performance. See "— Short-Term Incentive Plan" above for further discussion of our short-term incentive plan.

(1): Mr. Opdeweegh did not participate in the short-term incentive plan in our last fiscal year. Under the terms of Mr. Opdeweegh's employment agreement, he will be entitled to a short-term incentive plan payment in 2009 equal to 100% of his base salary if 100% of the established target EBITDA is achieved and a maximum bonus payment of 200% of his base salary if 110% of the established target EBITDA is achieved.
(2): In 2008, Mr. Rider had an employment agreement which provided for a maximum bonus of 150% of his base salary upon the company achieving 115% of the established target EBITDA. The minimum bonus payment that Mr. Rider could receive was 6.83% of his base salary upon the company achieving 90% of the established target EBITDA. If 100% of the established target EBITDA was achieved, Mr. Rider was entitled to receive a bonus payment of 75% of his base salary.
(3): In 2008, Mr. Hutchison had an employment agreement which provided for a maximum bonus of 150% of his base salary upon the company achieving 115% of the established EBITDA target. The minimum bonus payment that Mr. Hutchison could receive was 6.83% of his base salary upon the company achieving 90% of the established target EBITDA. If 100% of the established target EBITDA was achieved, Mr. Hutchison was entitled to receive a bonus payment of 50% of his base salary. Mr. Hutchison's new employment agreement provides that he will be entitled to a short-term incentive payment of 60% of his base salary if the established target EBITDA is achieved.
(4): For purposes of our short-term incentive plan in 2008, Messrs. Hughes and Bryan were entitled to a bonus payment of 35% of their respective base salaries if our established target EBITDA was achieved. If the threshold EBITDA was achieved, Messrs. Hughes and Bryan received no bonus payment. If 105% of the established target EBITDA was achieved, Messrs. Hughes and Bryan were entitled to receive a maximum bonus payment equal to 150% of the 35% target bonus payment. Messrs. Hughes and Bryan each have new employment agreements which provide that each will be entitled to a short-term incentive payment of 60% of his base salary if the established EBITDA target is achieved.

The following table presents summary information regarding outstanding stock option awards held by our named executive officers as of December 31, 2008.

The following table presents summary information regarding the outstanding equity awards held by our named executive officers as of the year ended December 31, 2008.

As of December 31, 2008, none of the stock options granted to our named executive officers had vested. Twenty percent of the options granted to Messrs. Rider, Hutchison, Hughes and Bryan vest on each of the first, second, third, fourth and fifth anniversaries of March 31, 2008, in accordance with the terms of their respective stock option agreements.

Messrs. Hughes and Bryan are the only named executive officers that participate in the AmeriCold Retirement Income Plan. Effective April 1, 2005, we froze benefit accruals for nonunion

employees in the AmeriCold Retirement Income Plan. The following table presents summary information regarding our named executive officers that participate in the AmeriCold Retirement Plan.

The following table presents information regarding our named executive officers that participate in our SERP. Material terms of the SERP are described above under the heading "— Supplemental Executive Retirement Plan & Pension Restoration Agreements".

We expect to enter into an employment agreement with Mr. Sugden and Ms. Haley in connection with the consummation of this offering in order to secure their services on a long-term basis and to protect us following their termination by securing their agreement not to compete with us, solicit our staff, nor disparage us subsequent to termination. The terms of Mr. Sugden's and Ms. Haley's employment agreements are being developed by our outside counsel.

We have entered into employment agreements with certain other executive officers. These agreements help secure each of the executive's services on a long-term basis and help maintain consistency in our management for subsequent years. The agreements also protect us by requiring each executive to maintain our confidential information and not to compete with us or solicit our employees, customers and suppliers during his or her employment with us and for a period following the executive's termination of employment.

We are party to an employment agreement dated April 1, 2009 with Mr. Opdeweegh, our current Chief Executive Officer. Mr. Opdeweegh's current annual base salary is $750,000 and he is entitled to participate in our short-term management incentive plan, whereby he can earn an additional payment of up to 200% of his base salary upon our achievement of 110% of target EBITDA (after corporate expenses).

We are party to an employment agreement dated December 30, 2008 with Mr. Hutchison, our Executive Vice President and Chief Financial Officer. Mr. Hutchison's current annual base salary is $375,000 and he is entitled to participate in our short-term management incentive plan, whereby he can earn an additional payment of up to 60% of his base salary upon our achievement of target EBITDA (after corporate expenses).

We are party to employment agreements dated December 29, 2008 with each of Mr. Hughes, our Executive Vice President for Domestic Business Development, and Mr. Bryan, our Executive Vice President of Transportation. Each of Messrs. Hughes and Bryan has a current annual base salary of $275,000 and each executive is entitled to participate in our short-term management incentive plan, whereby each executive can earn an additional payment of up to 60% of his base salary upon our achievement of target EBITDA (after corporate expenses).

Each of the employment agreements for Messrs. Opdeweegh, Hutchison, Hughes and Bryan provides that the term of the agreement will be indefinite, commencing on the execution of their respective agreements, and remaining in effect until terminated in accordance with the termination provisions therein.

Each of Messrs. Opdeweegh, Hutchison, Hughes and Bryan is entitled to participate in all insurance and other benefit plans that we offer to our U.S. employees at a commensurate level. Each of the executive officers and his respective family will be provided full health coverage including all expenses associated with medical, dental, and vision treatment and preventative maintenance. We have agreed to reimburse each executive officer for any employee contributions, deductibles, co-pays, or other upfront out-of-pocket employee payments that are required from these benefit plans. Such reimbursements will be calculated on a fully grossed-up basis thereby

neutralizing any applicable state or federal taxes with the result that there are no net costs to the executive officers.

In the event that any of Messrs. Hutchison, Hughes or Bryan is required to relocate to any other specific location, we have agreed to reimburse such relocated executive for all costs incurred in connection with such relocation, and, if the relocated executive has not sold his residence within six months after his decision to relocate, we have agreed to purchase such residence for cash upon the relocated executive's written request. The purchase price for such residence will be the average of two independent appraisals. All costs associated with the selling of such executive's residence will be borne by us.

Each of the employment agreements provides that in the event the executive is required to reside outside the U.S. for an extended period of time, the parties intend that the executive's net tax effects on compensation and benefits payable under the employment agreement will be no worse, from the executive's perspective, than the net tax effects he would incur if he resided in and performed all services under the employment agreement in the U.S. at his last address before any assignment to a locale outside the U.S.

If Mr. Opdeweegh is terminated without "cause" following a change of control or after our securities have been the subject of a public offering, he will be entitled to receive $1,500,000 payable in equal monthly installments for a period of 12 months after the date of termination. If any of Messrs. Hutchison, Hughes or Bryan is terminated without "cause", he will be entitled to receive continued base salary for a period of 12 months after the date of termination. In addition, each of Messrs. Hutchison, Hughes and Bryan, if terminated without "cause", and Mr. Opdeweegh, if terminated without "cause" following a change of control or after our securities have been the subject of a public offering, will be entitled to receive: (i) continued full participation in our benefit programs (including full reimbursement for all health, dental, and vision expenses) for a period of 12 months after the date of termination, (ii) continuation of automobile allowance as well automobile operating expense reimbursement for a period of 12 months after the date of termination, (iii) reimbursement for long-term financial planning expenses of up to $3,000, and (iv) the prorated amount of any monies earned in any bonus programs in which he participated. In the event Mr. Opdeweegh is terminated without "cause" prior to a change of control or before our securities have been the subject of a public offering, we must give Mr. Opdeweegh 60 days prior written notice of such termination and he is entitled to receive the prorated amount of any monies earned in any bonus program in which he participated.

For purposes of each of the executive officers' employment agreements, "cause" is defined to include termination as a result of (i) the commission of any act of gross negligence, fraud or willful misconduct, causing harm to us; (ii) the conviction of such executive officer of an offense that adversely affects us; (iii) intentionally obtaining any material for personal gain, profit or enrichment at the expense of us or from a transaction in which the executive officer has an interest which is adverse to our interests, subject to certain limitations; (iv) abuse of non-prescription medication, narcotics, or other controlled or intoxicating substances, and such abuse materially impairs such executive's ability to perform his normal duties; (v) failure to perform his duties and responsibilities, including reasonable directives from us, in good faith to the best of his ability and failure to cure such non-performance within 30 days after notice of such failure from us to him; or (vi) acting in a manner which is intended to be materially detrimental or damaging to our reputation, business operations or relations with our other employees, customers or suppliers.

Each of the employment agreements contains noncompetition provisions which prevent the executive from directly or indirectly competing with us, subject to certain limited exceptions. The noncompetition period is in effect during each executive's employment with us, and will last for a period of 12 months after such executive's termination of employment. Each of the employment agreements also contains a non-solicitation covenant that applies to our employees, customers and

suppliers, and the non-solicitation covenant lasts for a period of such executive's respective employment plus an additional 12 month period after such executive's termination of employment.

We are party to an employment agreement effective as of November 1, 2005 with Mr. Rider, our Chief Operating Officer and President of International Business. Mr. Rider's current annual base salary is $500,000 and he is entitled to participate in our short-term management incentive plan, whereby he can earn an additional payment of up to 150% of his base salary upon our achievement of 115% of target EBITDA (after corporate expenses).

Mr. Rider's employment agreement had an initial three year term and continues to renew automatically for successive one year terms unless notice to terminate the agreement is given by either party no later than 90 days prior to the end of the then current term. Mr. Rider is entitled to participate in all insurance and other benefit plans that we offer to other employees in his classification or in a similar position.

In the event Mr. Rider is terminated for any reason other than for "cause", as a result of his death or disability, or as a result of a termination by him for any reason, he will be entitled to receive his base salary and reimbursement of COBRA premiums for a period of 12 months, provided he executes and does not revoke a general release in favor of the company. A termination for "any other reason" includes a constructive termination as a result of a demotion in rank or 20% reduction in salary without his approval or a change of control. A change of control occurs when the owners of the company as of the date of Mr. Rider's employment agreement no longer own at least 51% of the company after a merger, reorganization, asset purchase agreement, or any similar transaction.

For purposes of Mr. Rider's employment agreement, "cause" is defined to include, but is not limited to, termination of Mr. Rider due to (i) a material breach or violation of any of his covenants, duties, or obligations under his employment agreement; (ii) a serious violation of any of our rules or policies about which he had notice; (iii) failure to correct unsatisfactory job performance within a reasonable period after he has been placed on notice of such deficiency; (iv) failure or refusal by Mr. Rider to obey the lawful directives or reasonable instructions of the board; and (v) engaging in conduct which causes or would tend to cause embarrassment to or reflect negatively upon us.

Mr. Rider's employment agreement also contains a non-solicitation covenant that applies to our employees and customers, and the non-solicitation covenant lasts for a period of his employment plus an additional 24 month period after his termination of employment.

On August 13, 2008, we entered into a severance agreement and complete release of all claims with George A. Schnug in connection with the termination of Mr. Schnug's employment, effective as of August 31, 2008. Under the terms of the severance agreement and complete release of all claims, Mr. Schnug received (i) $600,000 payable over a period of 12 months commencing on September 1, 2008; (ii) reimbursement of the equivalent of his COBRA health insurance premiums for a period of 12 months after the effective date of termination; (iii) payment of $125,275 payable under the SERP; and (iv) payment of $73,846 for all accrued but unused vacation. In accordance with the terms of the severance agreement and complete release of all claims, we also incurred expenses totaling $17,556 in connection with Mr. Schnug's move from Atlanta, Georgia to Los Angeles, California, and we purchased Mr. Schnug's Atlanta, Georgia condominium for $610,828. The agreement also contains a confidentiality covenant, a 36 month non-solicitation covenant and a complete release of claims by Mr. Schnug.

Regardless of the termination scenario, each named executive officer will receive earned but unpaid base salary through the employment termination date, along with any other payment or benefits owed under any of our plans or agreements covering the named executive officer as governed by the terms of those plans or agreements.

The following table presents summary information regarding payments our named executive officers would have received if their employment had been terminated without cause on December 31, 2008. Certain of the amounts identified below are merely estimates and we cannot determine the actual amounts to be paid until the named executive officer seeks reimbursement for such costs.

Name	Benefit	Amount Payable upon Termination

Jozef Opdeweegh(1)	—		—
Neal J. Rider	Cash Payment(2)	$	984,136
	Health Benefits(3)		14,247
	Perquisites		—

	Total	$	998,383
Ronald B. Hutchison	Cash Payment(4)	$	550,570
	Health Benefits(5)		12,000
	Perquisites(6)		22,300

	Total	$	584,870
Chris E. Hughes	Cash Payment(7)		404,134
	Health Benefits(5)		15,500
	Perquisites(6)		21,900

	Total	$	441,534
Gregory A. Bryan	Cash Payment(8)	$	522,885
	Health Benefits(5)		20,600
	Perquisites(6)		21,900

	Total	$	565,385
George A. Schnug(9)	—		—

Under the 2008 Equity Incentive Plan, we may provide equity incentives, in the form of stock options and stock appreciation rights, to officers, trustees, employees, consultants, advisers or other bona fide service providers of our company and our majority-owned subsidiaries. The purpose of the 2008 Equity Incentive Plan is to attract and retain qualified personnel for positions of substantial responsibility and to provide additional incentives to employees, trustees and other service providers by providing them with an opportunity for investment in the company.

Administration. Our 2008 Equity Incentive Plan may be administered by our board of trustees or a committee appointed by the board of trustees. The plan administrator has the authority to determine the terms and conditions of any agreements evidencing any awards granted under our 2008 Equity Incentive Plan, including, among other things, the time or times at which awards may be exercised and whether and under what circumstances an award may be exercised, subject to tax and regulatory requirements and the terms of the 2008 Equity Incentive Plan.

The plan administrator has full discretion to construe and interpret the 2008 Equity Incentive Plan and to establish, amend and rescind rules and regulations relating to our 2008 Equity Incentive Plan, subject to tax and regulatory requirements and the terms of the 2008 Equity Incentive Plan.

Eligibility and Types of Awards. The plan administrator may grant awards of incentive stock options, nonqualified stock options, or stock appreciation rights. All of our officers, trustees, employees, consultants, advisers or other bona fide service providers, and those of our majority-owned direct or indirect subsidiaries, are eligible to receive nonqualified stock options and stock appreciation rights. Only our employees or employees of our subsidiary companies are eligible to receive incentive stock options. The plan administrator has the sole and complete authority to determine who will be granted an award under the 2008 Equity Incentive Plan.

Only nonqualified stock options have been granted under the 2008 Equity Incentive Plan.

Available Shares; Adjustments. The 2008 Equity Incentive Plan provides for an aggregate of 2,800,014 common shares to be available for awards. The number of shares available under the 2008 Equity Incentive Plan may be further increased by certain shares awarded under the 2008 Equity Incentive Plan that are surrendered, forfeited, or reacquired by us. If there are certain changes in our capitalization, the board will make certain adjustments, which may include adjustments to the number of shares reserved for issuance under our 2008 Equity Incentive Plan, the number of shares covered by awards then outstanding under our 2008 Equity Incentive Plan, the limitations on awards under our 2008 Equity Incentive Plan, the exercise price of outstanding options or strike price of outstanding stock appreciation rights, and such other equitable substitutions or adjustments as it may determine appropriate.

Options. The board has granted options to purchase common shares that are "nonqualified stock options", meaning they are not intended to satisfy the requirements of Section 422 of the

Code. Nonqualified stock options granted under the 2008 Equity Incentive Plan are subject to such terms, including the exercise price, the number of shares subject to the option, the term of the option, and the conditions and timing of exercise, as established by the board and specified in the applicable award agreement. Under the terms of our 2008 Equity Incentive Plan, the exercise price of nonqualified stock options may not be less than the fair market value of our common shares at the time of grant. The maximum term of a nonqualified stock option granted under the 2008 Equity Incentive Plan is ten years from the date of grant. Payment in respect of the exercise of a nonqualified stock option may be made in cash or by bank cashier's check, or by surrender of common shares having a fair market value at the time the option is exercised equal to the aggregate exercise price of the option. In addition, at the discretion of the board and to the extent permitted by law, payment in respect of the exercise of a nonqualified stock option may be made by means of a net exercise procedure approved by the board in its discretion or by means of a broker-assisted cashless exercise program.

Certain Change in Control Provisions. A change in control occurs in two circumstances. First, a change in control occurs when we are merged, consolidated or reorganized into or with another entity, or sell or otherwise transfer all or substantially all of our assets, and 50% or more of the voting power of the surviving entity or acquirer is not owned by persons who beneficially owned at least 20% of our outstanding common shares immediately prior to the transaction. A change in control also occurs when a transaction takes place, following which Yucaipa or its affiliates beneficially owns less than 50% of our common shares outstanding and reserved for issuance immediately prior to the transaction. Notwithstanding the foregoing, any public offering of our securities will not be or result in a change in control. Accordingly, this offering and any future public offering of our securities will not be considered a change in control under the 2008 Equity Incentive Plan.

In the event of a change in control, the board may, in its discretion, (1) cancel outstanding awards as of the date of consummation of such transaction and either accelerate the vesting of the awards and provide the participants with the opportunity to exercise their awards immediately prior to such transaction or purchase all or a portion of outstanding awards for cash in an amount equal to the fair market value of the underlying common shares, less the applicable exercise or strike price and any tax withholding liability, or (2) require the entity acquiring control to assume outstanding awards or substitute other awards.

In the event of any proposed dissolution or liquidation, the board will notify the participants as soon as practicable prior to such proposed action. The committee may, but is not required to, provide in its discretion for participants to have the right to exercise their awards until ten (10) days prior to such transaction, including (at the discretion of the committee) any unvested portion of an award. To the extent a participant does not exercise an award, the award will terminate immediately prior to the dissolution or liquidation.

Amendment and Termination. Our board of trustees may amend, suspend or discontinue the 2008 Equity Incentive Plan at any time; however, shareholder approval to amend our 2008 Equity Incentive Plan may be necessary if the law so requires. No amendment, suspension or discontinuation will adversely affect the rights, or increase the obligations, of any participant under an award without the consent of the participant. The 2008 Equity Incentive Plan was terminated by our board of trustees on , 2010, and no further grants will be made under the 2008 Equity Incentive Plan after that date. However, awards that were outstanding on that date remain in effect, to the extent not subsequently exercised or forfeited.

The 2010 Equity Incentive Plan was adopted by our board of trustees on , 2010, and approved by our shareholders on , 2010. Under the 2009 Equity Incentive Plan, we may provide equity incentives in the form of stock options, stock appreciation rights, restricted

stock awards, restricted stock units and stock bonus awards, as well as performance compensation awards, to officers, trustees, employees, consultants, advisers or other bona fide service providers of our company and our majority-owned subsidiaries. The purpose of the 2010 Equity Incentive Plan is to attract and retain qualified personnel for positions of substantial authority and to provide additional incentives to employees, trustees and other service providers by providing them with an opportunity for investment in the company, and to align their interests with those of our shareholders through performance-based compensation.

Administration. Our compensation committee will administer our 2010 Equity Incentive Plan. The committee will have the authority to determine the terms and conditions of any agreements evidencing any awards granted under our 2010 Equity Incentive Plan, including, among other things, the time or times at which awards may be exercised and whether and under what circumstances an award may be exercised, subject to tax and regulatory requirements and the terms of the 2010 Equity Incentive Plan.

The committee will have full discretion to construe and interpret the 2010 Equity Incentive Plan and to establish, amend and rescind rules and regulations relating to our 2010 Equity Incentive Plan, subject to tax and regulatory requirements and the terms of the 2010 Equity Incentive Plan.

Eligibility and Types of Awards. The committee may grant awards of nonqualified stock options, incentive (qualified) options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. All of our officers, trustees, employees, consultants, advisers or other bona fide service providers, and those of our majority-owned direct or indirect subsidiaries, are eligible to receive awards, except that only our employees or employees of our subsidiary companies are eligible to receive incentive stock options. The committee has the sole and complete authority to determine who will be granted an award under the 2010 Equity Incentive Plan.

Available Shares; Adjustments. The 2010 Equity Incentive Plan provides for an aggregate of 2,199,986 common shares to be available for awards. The number of shares available under the 2010 Equity Incentive Plan will be increased by any shares remaining available for grant under the 2008 Equity Incentive Plan. The number of shares available under the 2010 Equity Incentive Plan may be further increased by certain shares awarded under the 2008 Equity Incentive Plan or 2010 Equity Incentive Plan that are surrendered, forfeited, or reacquired by us. No participant may be granted awards of options and stock appreciation rights with respect to more than common shares in any one year. No more than common shares may be granted to any participant with respect to performance compensation awards in any one year. If there are certain changes in our capitalization, the committee will make certain adjustments, which may include adjustments to the number of shares reserved for issuance under our 2010 Equity Incentive Plan, the number of shares covered by awards then outstanding under our 2010 Equity Incentive Plan, the limitations on awards under our 2010 Equity Incentive Plan, the exercise price of outstanding options or strike price of outstanding stock appreciation rights, the performance measures applicable to an outstanding award, and such other equitable substitutions or adjustments as it may determine appropriate.

Options. The committee will be authorized to grant options to purchase common shares that are either "incentive stock options", meaning they are intended to satisfy the requirements of Section 422 of the Code, or "nonqualified stock options", meaning they are not intended to satisfy the requirements of Section 422 of the Code. Options granted under the 2010 Equity Incentive Plan will be subject to such terms, including the exercise price, the number of shares subject to the option, the term of the option, and the conditions and timing of exercise, as may be established by the committee and specified in the applicable award agreement. Under the terms of our 2010 Equity Incentive Plan, the exercise price of the options will not be less than the fair market value of our common shares at the time of grant (or 110% of the fair market value in the case of an

incentive stock option granted to a more than 10% shareholder). The maximum term of an option granted under the 2010 Equity Incentive Plan will be ten years from the date of grant (or five years from the date of grant in the case of an incentive stock option granted to a more than 10% shareholder). Payment in respect of the exercise of an option may be made in cash or by bank cashier's check. In addition, at the discretion of the committee and to the extent permitted by law, payment in respect of the exercise of an option may be made by surrender of common shares not subject to any pledge or other security interest, by means of a net exercise procedure approved by the committee in its discretion, by means of a broker-assisted cashless exercise, or by such other method as the committee may determine to be appropriate.

Stock Appreciation Rights. The committee will be authorized to award stock appreciation rights, or SARs, under the 2010 Equity Incentive Plan. An SAR is a contractual right that allows a participant to receive, in the form of cash, common shares, or any combination of cash and common shares, the appreciation, if any, in the value of a share over a certain period of time. SARs granted under the 2010 Equity Incentive Plan will be subject to such terms, including the strike price, the number of shares subject to an SAR, the term of an SAR, and the conditions and timing of exercise, as may be established by the committee and specified in the applicable award agreement. Under the terms of our 2010 Equity Incentive Plan, the strike price of the SARs will not be less than the fair market value of our common shares at the time of grant. The maximum term of an SAR granted under the 2010 Equity Incentive Plan will be ten years from the date of grant.

Restricted Stock. The committee will be authorized to award restricted stock under the 2010 Equity Incentive Plan. Awards of restricted stock will be subject to the terms and conditions established by the committee. Shares of restricted stock are common shares that generally are non-transferable and are subject to other restrictions determined by the committee for a specified period. Unless the committee determines otherwise, or specifies otherwise in an award agreement, if the participant terminates employment or services during the restricted period, then any unvested restricted stock is forfeited.

Restricted Stock Units. The committee will be authorized to award restricted stock unit awards, or RSUs, under the 2010 Equity Incentive Plan. Awards of RSUs will be subject to the terms and conditions established by the committee. An RSU is a right to receive, at the election of the committee, a number of common shares equal to the number of units earned or an amount in cash equal to the fair market value of that number of common shares, or a combination of common shares and cash, at the expiration of the period over which the units are to be earned or at a later date selected by the committee. Unless the committee determines otherwise, or specifies otherwise in an award agreement, if the participant terminates employment or services during the period of time over which all or a portion of the units are to be earned, then any unvested units will be forfeited.

Stock Bonus Awards. The committee will be authorized to grant awards of unrestricted common shares, or other awards denominated in common shares, under the 2010 Equity Incentive Plan, under such terms and conditions as the committee may determine.

Performance Compensation Awards. The committee may grant any award under the 2010 Equity Incentive Plan in the form of a performance compensation award by conditioning the vesting of the award on the satisfaction of certain performance goals. In addition, the committee may grant cash bonus awards under the 2010 Equity Incentive Plan that are conditioned on the satisfaction of certain performance goals or are otherwise intended to be exempt from Section 162(m) of the Code. The committee may establish these performance goals with reference to one or more of the following:

Certain Change in Control Provisions. A change in control occurs in two circumstances. First, a change in control occurs when we are merged, consolidated or reorganized into or with another entity, or sell or otherwise transfer all or substantially all of our assets, and 50% or more of the voting power of the surviving entity or acquirer is not owned by persons who beneficially owned at least 20% of our outstanding common shares immediately prior to the transaction. A change in control also occurs when a transaction takes place, following which the private equity funds that currently own, of record, the majority of our outstanding common shares beneficially own less than 50% of our common shares outstanding and reserved for issuance immediately prior to the transaction. This offering and any future public offering of our securities will not be considered a change in control under the 2010 Equity Incentive Plan.

In the event of a change in control, the committee may, in its discretion, (1) cancel outstanding awards as of the date of consummation of such transaction and either accelerate the vesting of the awards and provide the participants with the opportunity to exercise their awards immediately prior to such transaction or purchase all or a portion of outstanding awards for cash in an amount equal to the fair market value of the underlying common shares, less the applicable exercise or strike price and any tax withholding liability, or (2) require the entity acquiring control to assume outstanding awards or substitute other awards.

In the event of any proposed dissolution or liquidation, the committee will notify the participants as soon as practicable prior to such proposed action. The committee may, but is not required to, provide in its discretion for participants to have the right to exercise their awards until ten (10) days prior to such transaction, including (at the discretion of the committee) any unvested portion of an award. To the extent a participant does not exercise an award, the award will terminate immediately prior to the dissolution or liquidation.

Amendment and Termination. Our board of trustees may amend, suspend or discontinue the 2009 Equity Incentive Plan at any time; however, shareholder approval to amend our 2010 Equity Incentive Plan may be necessary if the law so requires. No amendment, suspension or discontinuation will adversely affect the rights, or increase the obligations, of any participant under an award without the consent of the participant. Unless earlier terminated by our board of trustees, the 2010 Equity Incentive Plan will expire on the tenth anniversary of the date on which the plan was approved by our board of trustees and shareholders.

Prior to January, 2009, none of our trustees received any compensation from us for their services as members of our board of trustees, except for reimbursement for reasonable travel

expenses with attendance at trustee meetings. Currently, Mr. Brace is the only trustee who receives cash compensation for his services as a member of our board of trustees. Cash fees payable to Mr. Brace consist solely of a $75,000 annual retainer fee, payable in quarterly installments, and reimbursement for reasonable travel expenses with attendance at trustee meetings.

Our board of trustees will adopt a trustee compensation program to be effective upon the completion of this offering. Pursuant to this program, each of our non-employee trustees will receive an annual retainer of $ for services as a trustee. Trustees who serve on our audit, compensation and/or nominating and corporate governance committees will receive a fee of $ for each meeting attended in person or telephonically. Trustees who serve as the chair of our audit committee will receive an additional annual retainer of $ and trustees who serve as the chair of one of our other committees receive an additional annual retainer of $ . Trustees who are employees of our company or our subsidiaries do not receive compensation for their service as trustees.

The Maryland REIT law permits a Maryland REIT to include in its declaration of trust a provision eliminating the liability of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our declaration of trust contains such a provision which eliminates such liability to the maximum extent permitted by Maryland law.

Our declaration of trust authorizes us, to the maximum extent permitted by Maryland law, to obligate our company to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former shareholder, trustee or officer or (b) any individual who, while a trustee or officer of the company and at the request of our company, serves or has served another REIT, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise as a trustee, director, officer, partner, employee or agent of such REIT, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his status as a present or former shareholder, trustee or officer of our company. Our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former trustee or officer who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a trustee or officer of our company and at our request, serves or has served another REIT, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise as a trustee, director, officer or partner of such REIT, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his service in that capacity, against any claim or liability to which he may become subject by reason of such status. Our declaration of trust and bylaws also permit us to indemnify and advance expenses to any individual who served a predecessor of our company in any of the capacities described above and to any employee or agent of our company or a predecessor of our company.

The Maryland REIT law permits a Maryland REIT to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted by the MGCL for directors and officers of Maryland corporations. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the

proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment or liability on the basis that a personal benefit was improperly received, unless, in either case, a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met.

Upon the consummation of the offering, we will have entered into indemnification agreements with each of our trustees and executive officers. We refer to each person that is party to an indemnification agreement as an indemnitee. In general, each indemnification agreement will provide that we will indemnify and advance expenses to the indemnitee to the fullest extent permitted by applicable law and our declaration of trust in effect as of the date of the agreement or to such extent as applicable law and our declaration of trust thereafter from time to time may permit. However, no change in Maryland law or our declaration of trust will have the effect of reducing the benefits available to the indemnitee under the agreement.

If, by reason of being a trustee, officer, employee or agent of our company, the indemnitee is, or is threatened to be made, a party to any threatened, pending or completed proceeding, the indemnitee is entitled to be indemnified against expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee in connection with such proceeding or any other issue or matter related to the proceeding. However, we are not required to provide this indemnification if it is established that:

However, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or, in a suit charging receipt of an improper personal benefit, a judgment of liability on the basis that a personal benefit was improperly received, unless, in either case, a court orders indemnification and then only for expenses.

Under such indemnification agreements, we are obligated to advance all expenses reasonably incurred by or on behalf of each indemnitee in connection with any threatened, pending or completed proceeding. In order to be advanced expenses, the indemnitee must affirm in writing his good-faith belief that he has met the standard of conduct necessary for indemnification, and provide an undertaking to repay any expenses advanced if it is ultimately determined that the indemnitee has not met the standard of conduct necessary for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("Securities Act") may be permitted to trustees, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The following table sets forth certain information regarding the beneficial ownership of our common shares, as of December 11, 2009, by (1) each of our trustees, (2) each of our named executive officers, (3) all of our trustees and executive officers as a group and (4) each holder of five percent or more of our common shares, immediately prior to and as of the completion of this offering. Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and investment power. The SEC has defined "beneficial ownership" of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, common shares subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of December 11, 2009 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 39,624,440 common shares outstanding as of December 11, 2009.

Except as indicated in the footnotes below, we believe, based on information furnished to us and subject to community property laws where applicable, that the persons and entities named in the table below have sole voting and investment power with respect to all common shares shown as beneficially owned by them.

Unless otherwise indicated, the address for each of the shareholders in the table below is c/o Americold Realty Trust, LLC, 10 Glenlake Parkway, South Tower, Suite 800, Atlanta, Georgia 30328.

Name of beneficial owner	Shares beneficially owned prior to this offering					Shares beneficially owned after this offering (assuming no exercise of the option to purchase additional shares)				Shares beneficially owned after this offering (assuming full exercise of the option to purchase additional shares)

	Number		Percent			Number		Percent		Number		Percent
5% Shareholders
Yucaipa American Management, LLC(1)		44,990,644		89.55	%		44,990,644				44,990,644
Yucaipa Corporate Initiative Fund I, LLC(2)		5,247,864		13.24	%		5,247,864				5,247,864
Named Executive Officers and Trustees
Jozef Opdeweegh(3)		190,910		*			190,910		*		190,910		*
Neal J. Rider(3)		29,697		*			29,697		*		29,697		*
Ronald B. Hutchison(3)		21,212		*			21,212		*		21,212		*
Chris E. Hughes(3)		21,212		*			21,212		*		21,212		*
Gregory A. Bryan(3)		21,212		*			21,212		*		21,212		*
George A. Schnug		—		—			—		—		—		—
Frederic F. Brace		—		*			—		*		—		*
Stephen R. Sleigh		—		—			—		—		—		—
Ira Tochner		—		—			—		—		—		—
All Trustees and Executive Officers as a group(3)		305,445		*			305,445		*		305,445		*

Yucaipa American Alliance Fund I, LLC ("YAAF I LLC") is the general partner of each of YAAF I and YAAF I Parallel. Yucaipa American Alliance Fund II, LLC ("YAAF II LLC") is the general partner of each of YAAF II and YAAF II Parallel. Yucaipa American Funds, LLC ("Yucaipa American Funds") is the managing member of each of YAAF I LLC and YAAF II LLC. Yucaipa American Management, LLC ("Yucaipa American") is the managing member of Yucaipa American Funds. Ronald W. Burkle is the managing member of Yucaipa American and Mr. Burkle disclaims beneficial ownership of the securities held by each of YAAF I, YAAF I Parallel, YAAF II, and YAAF II Parallel, except to the extent of his pecuniary interest therein. Yucaipa American's address is 9130 West Sunset Boulevard, Los Angeles, California, 90069.

(2): Consists of 5,247,864 shares held directly by Yucaipa Corporate Initiatives Fund I, LP ("YCI"). Yucaipa Corporate Initiatives Fund I, LLC ("YCI LLC") is the general partner of YCI. Ronald W. Burkle is the managing member of YCI LLC and Mr. Burkle disclaims beneficial ownership of the securities held by YCI, except to the extent of his pecuniary interest therein. YCI's address is 9130 West Sunset Boulevard, Los Angeles, California, 90069.
(3): Consists of shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days after December 11, 2009.

In addition to the executive and trustee compensation arrangements discussed above under the heading "Executive Compensation", the following is a description of certain relationships or transactions since January 1, 2007, to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our trustees, executive officers, beneficial holders of more than 5% of our common shares or entities affiliated with them had or will have a direct or indirect material interest.

Upon consummation of this offering, we will enter into indemnification agreements with the following executive officers and trustees: . Upon consummation of this offering, we will enter into similar agreements with all of our trustees and officers then in office, which will supersede any prior indemnification agreements we had with such persons. These indemnification agreements are described in "Management — Indemnification Agreements with Trustees and Executive Officers".

Versacold is currently 49% owned by certain investment funds managed by Yucaipa, which also manages our controlling shareholders. Affiliates of Yucaipa also have an option to acquire the remaining 51% of Versacold, which they may exercise shortly after the completion of the formation transactions. After the completion of the formation transactions, Versacold will, subject to the non-competition and services agreement, be a potential competitor of our company in certain markets and may in the future expand into other markets in which we have warehouses. In connection with the formation transactions, we are entering into a non-competition and services agreement with Versacold pursuant to which:

On December 10, 2009, we issued to Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P., warrants to purchase 6,398,648 and 4,215,420, respectively, additional common shares at an exercise price of $17.17 per share, which are exercisable at any time by the funds through December 2016.

In connection with the 2008 acquisition by certain Yucaipa investment funds of the 79.3% of our common shares not already owned by Yucaipa investment funds, our company paid a financial advisory fee of $18,080,000 to Yucaipa American Management, LLC, an affiliate of Yucaipa. See Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

We have structured the formation transactions so as to minimize potential conflicts of interest. However, we did not conduct arm's-length negotiations with respect to the terms of the formation transactions and agreements related thereto, including, without limitation, the non-competition and services agreement. In the course of structuring the formation transactions, our controlling shareholders had the ability to influence the type and forms of consideration given and received. As a result, the price to be paid by us for the acquisition of the assets included in the formation transactions may exceed the fair market value of such assets. Neither Yucaipa, any of its affiliate funds, nor any existing shareholder of our company is selling any common shares in this offering.

In connection with this offering and the formation transactions, we are entering into a registration rights agreement with certain Yucaipa-affiliated funds. The registration rights agreement permits such funds and certain of their affiliates to cause us, in certain instances, at our own expense, to file registration statements under the Securities Act covering sales of our common shares held by them. These common shares will represent approximately % of our common shares outstanding after this offering, or % if the underwriters exercise their option to purchase additional common shares in full. These shares may also be sold under Rule 144 under the Securities Act, depending on their holding period and subject to certain restrictions in the case of common shares held by persons deemed to be our affiliates. See "Shares Eligible for Future Sale — Rule 144; Registration Rights".

Upon the consummation of the offering, an entity controlled by Yucaipa will receive an advisory fee in the amount of $ from the proceeds of this offering for services rendered to our company in connection with the structuring of this offering and the formation transactions. See "Use of Proceeds".

Upon the consummation of this offering, we will adopt a Statement of Policy Regarding Transactions with Related Parties that will require that a Related Party (defined as any person described in paragraph (a) of Item 404 of Regulation S-K) to promptly disclose to our general counsel any proposed Related Party transaction in which we are to be a participant and the amount involved exceeds $120,000 and in which such Related Party has or will have a direct or indirect material interest and all material facts with respect thereto. Our general counsel will then communicate that information to our board of trustees. No Related Party transaction will be consummated without the approval of the nominating and corporate governance committee. It will be our policy that trustees interested in a Related Party transaction will recuse themselves from any vote of a Related Party transaction in which they have an interest.

The following is a discussion of certain of our investment, financing and other policies. These policies have been determined by our board of trustees and, in general, may be amended or revised from time to time by our board of trustees without notice to, or a vote, of our shareholders.

We will conduct substantially all of our investment activities through our operating partnership and its subsidiaries. Our investment objectives are to maximize the cash flow of our portfolio, provide quarterly cash distributions and achieve long-term capital appreciation for our shareholders through increases in the value of our company. We have not established a specific policy regarding the relative priority of these investment objectives. For a discussion of our portfolio and other strategic objectives, see "Our Business and Properties".

We expect to pursue our investment objectives primarily through the ownership by our operating partnership of the warehouses in our portfolio and other acquired properties and assets. We currently intend to invest primarily in industrial real estate in the form of temperature-controlled warehouses. Subject to the non-competition and services agreement, future investment or development activities will not be limited to any geographic area, property type or to a specified percentage of our assets. While we may diversify in terms of property locations, size and market, we do not have any limit on the amount or percentage of our assets that may be invested in any one property or any one geographic area. We intend to engage in such future investment activities in a manner that is consistent with the maintenance of our status as a REIT for United States federal income tax purposes. In addition, we may purchase or lease income-producing temperature-controlled warehouses and other types of properties for long-term investment, expand and improve the warehouses we presently own or other acquired properties, or dispose of such warehouses, in whole or in part, when circumstances warrant.

We may also participate with third parties in property ownership, through joint ventures or other types of co-ownership. These types of investments may permit us to own interests in larger assets without unduly restricting our diversification and, therefore, provide us with flexibility in structuring our portfolio. We will not, however, enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies.

Equity investments in acquired properties may be subject to existing mortgage financing and other indebtedness or to new indebtedness which may be in acquired properties incurred in connection with acquiring or refinancing these investments.

We have not, prior to this offering, engaged in any significant investments in mortgage loans and do not presently intend to invest in mortgage loans. However, we may do so at the discretion of our board of trustees, without a vote of shareholders, subject to the investments restrictions applicable to REITs. The mortgage loans in which we may invest may be secured by either first mortgages or junior mortgages, and may or may not be insured by a governmental agency. If we choose to invest in mortgages, we would expect to invest in mortgages secured by temperature-controlled warehouses. However, there is no restriction on the proportion of our assets which may be invested in a type of mortgage or any single mortgage or type of mortgage loan. Investments in real estate mortgages run the risk that one or more borrowers may default under certain mortgages and that collateral therefor may not be sufficient to enable us to recoup our full investment.

Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

Subject to the percentage of ownership limitations and gross income and asset tests necessary for REIT qualification, we may invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities. We currently do not have any set criteria with respect to these potential investments. We may acquire all or substantially all of the securities or assets of other REITs or similar entities where such investments would be consistent with our investment policies. In any event, we do not intend that our investments in securities will require us to register as an "investment company" under the Investment Company Act of 1940 (the "1940 Act"). During the past three years, we have not invested in the securities of other issuers for purposes of exercising control.

Other than as described above, we do not intend to invest in any additional securities such as bonds, preferred stock or common stock.

We continuously evaluate our properties to identify which are most suitable to meet our long-term business objectives. In addition, we may elect to enter into joint ventures or other types of co-ownership with respect to properties that we already own in connection with acquiring interests in other properties.

For a discussion of our investment and disposition activity over the past three years, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the notes to our audited consolidated financial statements included elsewhere in this prospectus.

We do not have a policy limiting the amount of debt we incur, nor do our declaration of trust and our bylaws limit the amount or percentage of indebtedness that we may incur. We are, however, subject to certain indebtedness limitations pursuant to the restrictive covenants of our outstanding indebtedness. For example, under certain mortgage loan agreements, we have agreed not to further finance or encumber the properties that are mortgaged thereunder, and under our Wells Fargo credit facility, we have agreed to limit the ability of the obligors thereunder to incur additional indebtedness or to encumber their respective assets. Our board of trustees may from time to time modify our debt policy in light of then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general conditions in the market for debt and equity securities, fluctuations in the market price of our common shares, growth and acquisition opportunities and other factors. Accordingly, we may increase or decrease our ratio of debt to total market capitalization. If these policies were changed, we could become more highly leveraged, resulting in an increased risk of default on our obligations and a related increase in debt service requirements that could adversely affect our financial condition and results of operations and our ability to make distributions to our shareholders.

To the extent our board of trustees determines to obtain additional capital, we may issue equity securities, debt securities, or retain earnings (subject to provisions in the Code requiring distributions of taxable income to maintain REIT status), or a combination of these methods.

To the extent that our board of trustees determines to obtain debt financing in addition to our existing indebtedness, we intend to do so generally through mortgages on our properties, or under

our Wells Fargo credit facility or issuing additional debt securities in the future. Such indebtedness may be recourse, non-recourse or cross-collateralized and may contain cross-default provisions. We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property, but our mortgage financing agreements limit additional indebtedness on such properties. In the future, we may seek to extend, expand, reduce, refinance or renew our mortgage loan agreements, Wells Fargo credit facility and Senior Secured Notes, or obtain new credit facilities or lines of credit for the purpose of making acquisitions or capital improvements or providing working capital or meeting the taxable income distribution requirements for REITs under the Code.

For a discussion of the debt we have issued and money we have borrowed during the past three years, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the notes to our audited consolidated financial statements as of and for the year ended December 31, 2008.

We may consider offering purchase money financing in connection with the sale of our properties where the provision of such financing will increase the value received by us for the property sold.

We have adopted policies that are designed to eliminate or minimize certain potential conflicts of interest. We have also adopted a code of business conduct and ethics that prohibits conflicts of interest between our employees, officers and trustees and our company. In addition, our board of trustees is subject to certain provisions of Maryland law, which are also designed to eliminate or minimize conflicts.

However, there can be no assurance that these policies or provisions of law will always be successful in eliminating the influence of such conflicts, and if they are not successful, decisions could be made that might fail to reflect fully the interests of all shareholders.

Pursuant to the MGCL, a contract or other transaction between a Maryland corporation and one of its directors or between the Maryland corporation and any other corporation or other entity in which any of its directors has a material financial interest is not void or voidable solely on the grounds of such common directorship or interest, the presence of such director at the meeting at which the contract or transaction is authorized, approved or ratified or the counting of the director's vote in favor thereof, provided that:

Although this provision of the MGCL is not specifically applicable to Maryland REITs, such as our company, a Maryland court would likely look to this provisions by analogy. Moreover, our bylaws specifically provide that the safe harbor for interested director transactions under the MGCL shall be available for and apply to any contract or other transaction between us and any of our trustees or between us and any other trust, corporation, firm or other entity in which any of our trustees is a trustee or director or has a material financial interest.

Under Delaware law (where our operating partnership will be formed), we, as general partner, have a fiduciary duty to our operating partnership and, consequently, transactions between our operating partnership and our trustees and executive officers or between our operating partnership and any other corporation or entity in which any of our trustees is a trustee or director or has a material financial interest, are subject to the duties of care and loyalty that we, as general partner, owe to limited partners in our operating partnership to the extent such duties have not been eliminated pursuant to the terms of the partnership agreement. Under the terms of the partnership agreement, we are under no obligation to consider the separate interests of the limited partners in deciding whether to cause our operating partnership to take any actions. Furthermore, in the event of a conflict of interest between the interests of our shareholders and the limited partners, the partnership agreement provides that we must endeavor in good faith to resolve the conflict in a manner not adverse to either our shareholders or the limited partners; provided, however, that for so long as we directly own a controlling interest in our operating partnership, any such conflict that we, in our sole discretion, determine cannot be resolved in a manner not adverse to either our shareholders or the limited partners, will be resolved in favor of our shareholders. We will adopt a policy which requires that all contracts and transactions between us, our operating partnership or any of our subsidiaries, on the one hand, and any of our trustees or executive officers or any entity in which such trustee or executive officer is a director or has a material financial interest, on the other hand, must be approved by the affirmative vote of a majority of the disinterested trustees even if less than a quorum. Where appropriate in the judgment of the disinterested trustees, our board of trustees may obtain a fairness opinion or engage independent counsel to represent the interests of nonaffiliated security holders, although our board of trustees will have no obligation to do so.

Pursuant to Maryland law, each trustee is obligated to offer to us any business opportunity (with certain limited exceptions) in which we have an interest or a reasonable expectancy.

The treatment of business opportunities in certain geographic areas is also governed in part by the non-competition and services agreement, executed between our company and Versacold in connection with the formation transactions, pursuant to which (a) we and Versacold will provide one another with transitional services, including services relating to financial and accounting matters, (b) Versacold and our company will cooperate to provide warehouse space and related logistics and other services on a preferred basis to the two companies' warehouse tenants and customers worldwide, (c) for so long as Yucaipa controls both Versacold and our company, Versacold will not pursue any temperature-controlled warehouse activities outside of Canada, and for so long as Yucaipa controls Versacold (or, prior to the exercise of Yucaipa's option to acquire Versacold stock, owns at least 49% of the common stock of Versacold), our company will not pursue any new temperature-controlled warehouse activities in Canada and (d) our company and Versacold may share certain administrative and operational services and functions, such as information technology, human resources, engineering, process improvement resources, group insurance, equipment purchasing and payroll.

We have authority to repurchase or otherwise acquire our common shares or other securities in the open market or otherwise, and we may engage in such activities in the future. In March 2008, we redeemed 375,560 common shares held by our prior shareholder in connection with the purchase by certain Yucaipa-affiliated investment funds of the 79.3% of our common shares not already owned by Yucaipa and its affiliates as of such date. See "Formation and Structure of Our Company". In January 2009, we redeemed all of our outstanding preferred stock. Concurrent with such redemption, we issued a new series of preferred shares designated as 12.5% Series A Cumulative Non-Voting Preferred Shares ("Series A Preferred Shares"). Our board of trustees will evaluate the possibility of redeeming our currently outstanding Series A Preferred Shares based on a variety of factors, including, without limitation, maintenance of our status as a REIT for United States federal tax purposes and the current redemption price of such repurchases. See "Description of Shares of Beneficial Interest". Except as described above, we have not repurchased any common shares or preferred shares over the past three years and our board of trustees has no present intention of causing us to repurchase any common shares or preferred shares upon completion of this offering.

We have the authority to offer common shares, preferred shares or options to purchase common shares or preferred shares in exchange for property. We have not issued any common shares or preferred shares in exchange for property over the past three years and our board of trustees has no present intention of causing us to issue any common shares or preferred shares in exchange for property upon completion of this offering.

Our board of trustees has the power, without further shareholder approval, to amend our declaration of trust to increase or decrease the number of authorized common shares or preferred shares and issue additional common shares or preferred shares, in one or more series, in any manner, and on the terms and for the consideration, it deems appropriate. See "Description of Shares of Beneficial Interest". We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers and do not intend to do so. At all times, we intend to make investments in such a manner as to qualify as a REIT, unless, because of circumstances or changes in the Code or the Treasury Regulations, our board of trustees determines that it is no longer in our best interest to qualify as a REIT. We intend to make investments in such a way that we will not be treated as an investment company under the 1940 Act.

We intend to make available to our shareholders our annual reports, including our audited financial statements. In accordance with the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we will be required to file annual and periodic reports, proxy statements and other information, including audited financial statements, with the SEC.

Through our predecessor entities we have been in the temperature-controlled warehouse business since 1931, and from 1997 to 2004 we were indirectly wholly owned by Vornado and Crescent, two REITs. In 2004, three Yucaipa investment funds acquired 20.7% of our common shares from Vornado and Crescent, and Yucaipa began to oversee our day-to-day management through its participation in a newly formed operating committee. On March 31, 2008, four Yucaipa investment funds (including two of the original Yucaipa fund purchasers) acquired from Vornado and Crescent the remaining 79.3% of our common shares. As of September 30, 2009, prior to the formation transactions, our historical company owned, leased or managed 101 operational warehouses aggregating approximately 638 million cubic feet, consisting of 100 warehouses located in the United States and one warehouse located in Canada.

In 2007, Eimskip, an Icelandic publicly traded transportation and logistics company, acquired Versacold, a leading Canadian-based temperature-controlled warehouse company, with warehouses located in the United States, Canada, Australia, New Zealand and Argentina. Eimskip combined Versacold with Atlas Cold Storage Inc., its existing temperature-controlled warehouse subsidiary, to form what is now Versacold. In 2008, Eimskip began to encounter financial difficulty at the company parent level. In the fall of 2008, Yucaipa, in collaboration with our company, began to explore a possible acquisition of Versacold. In connection with the ultimate restructuring of Eimskip in the summer of 2009, Yucaipa acquired from Eimskip, among other things, (i) a 49% equity interest in Versacold, together with an option to acquire the remaining 51% equity interest and (ii) a subordinated mortgage secured note payable by Versacold to Eimskip in the outstanding principal amount of $150 million secured by certain real property assets owned by Versacold. In December 2009, we issued to the Yucaipa investment funds that own the 49% equity interest in Versacold warrants to purchase 10,614,068 additional common shares of our company at an exercise price of $17.17 per share.

Prior to or simultaneous with the completion of this offering, we will engage in certain formation transactions, which are designed to (i) consolidate our existing portfolio of temperature-controlled warehouses and related businesses with the warehouses and operations we will acquire from Versacold located in the United States, Australia, New Zealand, and Argentina, (ii) raise necessary funds to finance such consolidation, (iii) fund certain taxes and fees created by the formation transactions, and (iv) retain our status as a REIT. Pursuant to the formation transactions and in conjunction with this offering:

Upon completion of this offering and consummation of the formation transactions:

We have excluded Versacold's Canadian warehouses and operations from the warehouses being acquired in connection with the formation transactions because their inclusion in the combined company would adversely impact our ability to continue to meet the REIT taxation requirements relating to the nature and diversification of our assets. For more information, see "United States Federal Income Tax Considerations — Taxation of Our Company". After the consummation of this offering, Versacold will continue to operate in Canada as an independent company, with separate management and a separate board of directors. We have structured the formation transactions to minimize potential conflicts of interest. In connection with the formation transactions, Versacold and our company are entering into a non-competition and services agreement, which provides for, among other things, transitional services for up to three years and reciprocal non-competition covenants with respect to the markets in which our company and Versacold conduct business.

Following completion of this offering and the formation transactions, substantially all of our assets will be held by, and our operations conducted by, a newly formed operating partnership. This structure is commonly referred to as an UPREIT. We intend to use this UPREIT structure generally to effectuate our acquisition strategy by enabling us to acquire real property in exchange for OP units from owners who desire to defer taxable gain that would otherwise normally be recognized by them upon the disposition of their property to us in exchange for our common shares or cash. These owners may also desire to achieve diversity in their investment and other

benefits afforded to owners of stock in a REIT. We will be the sole general partner of our operating partnership. See "The Partnership Agreement".

We and our wholly owned subsidiaries, AL Holding and ART Quarry, have jointly elected to treat AL Holding and ART Quarry as TRSs. AL Holding and ART Quarry undertake certain activities that we (and our pass-through subsidiaries) might otherwise be precluded from undertaking under the REIT qualification rules of the Code. In connection with the formation transactions, we will create a third TRS to hold the service operations related to the temperature-controlled warehouses that are being consolidated into our company in connection with the formation transactions. A TRS is generally subject to United States federal corporate income tax on its earnings, which has the effect of reducing the cash flow available to make distributions to our shareholders. See "United Stated Federal Income Tax Considerations — Taxation of Our Company — Ownership of Interests in Taxable REIT Subsidiaries".

We have qualified, and intend to continue to qualify, as a REIT for United States federal income tax purposes. Upon consummation of this offering and the completion of the formation transactions, we will be structured as an UPREIT, under which substantially all of our current and future business will be conducted through Americold Realty Operating Partnership L.P., which is referred to herein is our "operating partnership". Our operating partnership was formed under Delaware law on , 2009 to acquire, own and lease properties on our behalf. Substantially all of our real estate assets are being transferred to the operating partnership in connection with the formation transactions. We intend to utilize this UPREIT structure generally to enable us to acquire real property in exchange for OP units in our operating partnership from owners who desire to defer taxable gain that would otherwise normally be recognized by them upon the disposition of their property or the transfer of their property to us in exchange for common shares or cash. These owners may also desire to achieve diversity in their investment and other benefits afforded to owners of stock in a REIT. For purposes of satisfying the asset and income tests for qualification as a REIT for United States federal income tax purposes, the REIT's proportionate share of the assets and income of our operating partnership will be deemed to be assets and income of the REIT. See "United States Federal Income Tax Considerations — Federal Income Tax Aspects of Our Operating Partnership, the Subsidiary Partnerships and the Limited Liability Companies".

The property owner's goals are accomplished because the owner may contribute property to our operating partnership in exchange for OP units on a tax deferred basis. Further, our operating partnership is structured to make distributions with respect to OP units which are equivalent to the dividend distributions made to our common shareholders. Finally, a limited partner in our operating partnership may later redeem his, her or its OP units for common shares (in a taxable transaction) or cash and achieve liquidity for his, her or its investment. We intend to hold substantially all of our assets in our operating partnership or in subsidiary entities in which our operating partnership owns an interest, and we intend to make future acquisitions of real properties using the UPREIT structure. We are the sole general partner of our operating partnership. As the sole general partner of our operating partnership, we have the exclusive power to manage and conduct the business of our operating partnership. Upon consummation of this offering, we will not have any third-party holders of OP units; we will own directly and indirectly 100% the OP units of our operating partnership as of the date of this offering.

The following is a summary of certain provisions of the limited partnership agreement of our operating partnership. This summary is not complete and is qualified by the specific language in the partnership agreement. You should refer to the actual partnership agreement, a copy of which we have filed as an exhibit to the registration statement of which this prospectus is a part, for more detail.

In connection with this offering, we will transfer substantially all of our interests in our subsidiaries as well as any of the net offering proceeds to our operating partnership in exchange for OP units.

If our operating partnership requires additional funds at any time in excess of capital contributions made by us, we may borrow funds from a financial institution or other lender and lend such funds to our operating partnership on the same terms and conditions as are applicable to our borrowing of such funds. In addition, we are authorized to cause our operating partnership to issue

partnership interests for less than fair market value if we conclude in good faith that such issuance is in the best interest of our operating partnership and our company.

For a description of the fiduciary duties that we, as general partner, owe to limited partners in our operating partnership pursuant to Delaware law and the terms of the partnership agreement, see "Policies With Respect to Certain Activities — Interested Trustee and Officer Transactions".

The partnership agreement requires that our operating partnership be operated in a manner that will enable us to (1) satisfy the requirements for being classified as a REIT for United States federal income tax purposes, unless we otherwise cease to be eligible for qualification and taxation as a REIT, (2) avoid United States federal income or excise tax liability, and (3) ensure that our operating partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code, which classification could result in our operating partnership being taxed as a corporation, rather than as a partnership. See "United States Federal Income Tax Considerations".

The limited partners of our operating partnership (other than our company) will generally have the right to cause our operating partnership to redeem all or a portion of their OP units for, at our sole discretion, common shares or cash, or a combination of both. If we elect to redeem OP units for common shares, we will generally deliver one common share for each OP unit redeemed. If we elect to redeem OP units for cash, we will generally deliver cash to be paid in an amount equal to, for each redeemed OP unit, the average of the daily market price of our common shares for the ten consecutive trading days immediately preceding the date we receive a notice of redemption by a limited partner. In connection with the exercise of these redemption rights, a limited partner must make certain representations, including that the delivery of common shares upon redemption would not result in such limited partner owning shares in excess of our ownership limits in our declaration of trust.

Subject to the foregoing, limited partners may exercise their redemption rights at any time after one year following the date of issuance of their OP units; provided, however, that a limited partner may not deliver more than two redemption notices each calendar year and may not exercise a redemption right for fewer than 1,000 OP units, unless the limited partner holds fewer than 1,000 OP units, in which case it must exercise its redemption right for all of its OP units.

We may not (1) voluntarily withdraw as the general partner of our operating partnership, (2) engage in any merger, consolidation or other business combination, or (3) transfer our general partnership interest in our operating partnership (except to a wholly owned subsidiary), unless such withdrawal, business combination or transfer results in the limited partners receiving or having the right to receive an amount of cash, securities or other property equal in value to the amount they would have received if they had exercised their redemption rights immediately prior to such transaction or unless, in the case of a merger or other business combination, the successor entity contributes substantially all of its assets to our operating partnership in return for an interest in our operating partnership and agrees to assume all obligations of the general partner of our operating partnership. We may also enter into a business combination or we may transfer our general partnership interest upon the receipt of the consent of a majority-in-interest of the limited partners of our operating partnership. With certain exceptions, the limited partners may not transfer their

interests in our operating partnership, in whole or in part, without our written consent as general partner.

The partnership agreement generally provides that our operating partnership will distribute cash flow from operations and net sales proceeds from disposition of assets to the partners of our operating partnership in accordance with their relative percentage interests, on at least a quarterly basis, in amounts determined by us as general partner. Similarly, the partnership agreement of our operating partnership provides that income of our operating partnership from operations and income of our operating partnership from disposition of assets normally will be allocated to the partners of our operating partnership in accordance with their relative percentage interests such that a holder of one OP unit will be allocated income for each taxable year in an amount equal to the amount of taxable income allocated to us in respect of a holder of one common share, subject to compliance with the provisions of Sections 704(b) and 704(c) of the Code and corresponding Treasury Regulations. Losses, if any, will generally be allocated among the partners in accordance with their respective percentage interests in our operating partnership, subject to compliance with the provisions of Sections 704(b) and 704(c) of the Code and corresponding Treasury Regulations. Upon the liquidation of our operating partnership, after payment of debts and obligations, any remaining assets of our operating partnership will be distributed in accordance with the distribution provisions of the partnership agreement to the extent of each partner's positive capital account balance.

In addition to the administrative and operating costs and expenses incurred by our operating partnership in acquiring and operating real properties, our operating partnership will pay all administrative costs and expenses of our company, and such expenses will be treated as expenses of our operating partnership.

We are the tax matters partner of our operating partnership, and, as such, we have authority to make tax elections under the Code on behalf of our operating partnership.

Our operating partnership will continue in full force and effect until , or until sooner dissolved in accordance with its terms or as otherwise provided by law.

The partnership agreement may not be amended without our consent as general partner. As general partner, we may, without the consent of the limited partners, amend the partnership agreement in any respect or merge or consolidate our operating partnership with or into any other partnership or business entity in certain transactions pursuant to the partnership agreement; provided, however, that the following amendments and any other merger or consolidation of our operating partnership shall require the consent of limited partners holding more than 50% of the ownership interests of all limited partners: (a) certain amendments affecting the operation of the redemption rights for OP units, or the mechanism for converting OP units into common shares, in a manner adverse to the limited partners; (b) any amendment that would adversely affect the rights of the limited partners to receive the distributions payable to them under the partnership agreement, other than with respect to the issuance of additional OP units pursuant to certain provisions of the partnership agreement; (c) any amendment that would alter our operating partnership's allocations of profit and loss to the limited partners, other than with respect to the issuance of additional OP units pursuant to certain provisions of the partnership agreement; or (d) any amendment that would impose on the limited partners any obligation to make additional capital contributions to our operating partnership.

The following summary of the terms of the shares of beneficial interest of our company does not purport to be complete and is subject to and qualified in its entirety by reference to our declaration of trust and bylaws, copies of which are exhibits to the registration statement of which this prospectus is a part. See "Where You Can Find Additional Information".

Our declaration of trust provides that our company may issue up to 100,000,000 common shares of beneficial interest, $0.01 par value per share ("common shares"), and 1,000 preferred shares of beneficial interest, $0.01 par value per share ("preferred shares"). All 1,000 preferred shares are currently classified and designated as Series A Preferred Shares. Upon completion of this offering, common shares will be issued and outstanding and 125 Series A Preferred Shares will be issued and outstanding. Under the Maryland REIT law, shareholders generally are not liable for the REIT's debts or obligations.

All common shares offered hereby will be duly authorized, fully paid and nonassessable. Subject to the preferential rights of any other class or series of shares of beneficial interest and to the provisions of our declaration of trust regarding the restrictions on the transfer of shares of beneficial interest, holders of common shares are entitled to receive dividends on such shares if, as and when authorized by our board of trustees and declared by us out of assets legally available therefor and to share ratably in the assets of our company legally available for distribution to its shareholders in the event of its liquidation, dissolution or winding up after payment of or adequate provision for all known debts and liabilities of our company.

Subject to the provisions of our declaration of trust regarding the restrictions on the transfer of shares of beneficial interest, each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders, including the election of trustees, and, except as provided with respect to any other class or series of shares, the holders of such shares will possess the exclusive voting power. There is no cumulative voting in the election of trustees, which means that the holders of a majority of the outstanding common shares can elect all of the trustees then standing for election and the holders of the remaining shares will not be able to elect any trustees.

Holders of common shares have no preference, conversion, exchange, sinking fund, redemption or appraisal rights and have no preemptive rights to subscribe for any securities of our company. Subject to the provisions of our declaration of trust regarding the restrictions on transfer of shares of beneficial interest, common shares will have equal dividend, liquidation and other rights.

Under the Maryland REIT law, a Maryland REIT generally cannot dissolve, amend its declaration of trust or merge, unless approved by the affirmative vote of shareholders holding at least two-thirds of the shares entitled to vote on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in its declaration of trust. Our declaration of trust provides that any such actions may be approved by the affirmative vote of a majority of all of the votes entitled to be cast on the matter. Under the Maryland REIT law, a declaration of trust may permit the trustees by a two-thirds vote to amend the declaration of trust from time to time to qualify as a REIT under the Code or the Maryland REIT law without the affirmative vote or written consent of the shareholders. Our declaration of trust permits such action by our board of trustees.

Our declaration of trust authorizes our board of trustees to reclassify any unissued common shares into other classes or series of shares of beneficial interest and to establish the number of shares in each class or series and to set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series. In addition, our declaration of trust authorizes our board of trustees, without shareholder vote, to approve an amendment to our declaration of trust to increase or decrease the authorized number of any class or series of shares of beneficial interest.

Our declaration of trust authorizes our board of trustees to classify any unissued preferred shares and to reclassify any previously classified but unissued preferred shares of any series from time to time, in one or more series, as authorized by our board of trustees. Prior to issuance of shares of each series, our board of trustees is required by the Maryland REIT law and our declaration of trust to set, subject to the provisions of our declaration of trust regarding the restrictions on transfer of shares of beneficial interest, the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each such series. Thus, our board could authorize the issuance of preferred shares with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control of our company that might involve a premium price for holders of common shares or otherwise be in their best interest.

As of the date hereof, 125 preferred shares are outstanding, all of which are designated as Series A Preferred Shares. The Series A Preferred Shares have a $1,000 liquidation preference and a cumulative 12.5% per annum dividend preference. The Series A Preferred Shares are non-voting and may be redeemed at our option for consideration equal to $1,000 per share, plus accrued dividends, plus a redemption premium currently equal to $200 per share. The redemption premium will be reduced in $50 annual increments beginning in 2011. The Series A Preferred Shares are not convertible or exchangeable for any other property or securities of our company.

We believe that the power of our board of trustees to issue additional authorized but unissued common shares or preferred shares and to classify or reclassify unissued common or preferred shares and thereafter to cause us to issue such classified or reclassified shares of beneficial interest will provide our company with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs which might arise. The additional classes or series, as well as the common shares, will be available for issuance without further action by our company's shareholders, unless such action is required by applicable law or the rules of any stock exchange on which our company's securities may be listed or traded. Although our board of trustees has no intention at the present time of doing so, it could authorize our company to issue a class or series that could, depending upon the terms of such class or series, delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for holders of common shares or otherwise be in their best interest.

For our company to qualify as a REIT under the Code, its shares of beneficial interest must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of twelve months or during a proportionate part of a shorter taxable year (other than the first year for which an election to be a REIT was made). Also, not more than 50% of the value of the outstanding shares of beneficial interest may be owned, directly or indirectly, by five or fewer individuals (as

defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT was made). See "United States Federal Income Tax Considerations — Taxation of Our Company — Organizational Requirements".

Our declaration of trust, subject to certain exceptions, contains certain restrictions on the number of shares of beneficial interest of our company that a person may own. Our declaration of trust provides that no person may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% (the "Aggregate Share Ownership Limit") in value of the aggregate of the outstanding shares of beneficial interest of our company. In addition, our declaration of trust prohibits any person from owning, or being deemed to own by virtue of the attribution provisions of the Code, common shares in excess of 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate number of the outstanding common shares (the "Common Share Ownership Limit").

Our board of trustees, in its sole discretion, may exempt a proposed transferee from the Aggregate Share Ownership Limit and the Common Share Ownership Limit (an "Excepted Holder"). However, the board may not grant such an exemption to any person if such exemption would result in our company being "closely held" within the meaning of Section 856(h) of the Code or otherwise would result in our company failing to qualify as a REIT. In order to be considered by our board of trustees as an Excepted Holder, a person also must not own, directly or indirectly, an interest in a tenant of our company (or a tenant of any entity owned or controlled by our company) that would cause our company to own, directly or indirectly, more than a 9.8% interest in such a tenant. The person seeking an exemption must represent to the satisfaction of our board of trustees that it will not violate the two aforementioned restrictions. The person also must agree that any violation or attempted violation of any of the foregoing restrictions will result in the automatic transfer of the shares of stock causing such violation to the Trust (as defined below). The Aggregate Share Ownership Limit and the Common Share Ownership Limit do not apply to the common shares owned, directly or indirectly, by Yucaipa and its affiliates, which may own up to % of our outstanding shares of beneficial interest and % or our outstanding common shares. Our board of trustees may require a ruling from the IRS or an opinion of counsel, in either case in form and substance satisfactory to our board of trustees, in its sole discretion, in order to determine or ensure our company's status as a REIT.

Our declaration of trust further prohibits (a) any person from beneficially or constructively owning shares of beneficial interest of our company that would result in our company being "closely held" under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT and (b) any person from transferring shares of beneficial interest of our company if such transfer would result in shares of beneficial interest of our company being owned by fewer than 100 persons. Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of beneficial interest of our company that will or may violate any of the foregoing restrictions on transferability and ownership, or any person who would have owned shares of the beneficial interest of our company that resulted in a transfer of shares to the Trust, is required to give notice immediately to our company and provide our company with such other information as our company may request in order to determine the effect of such transfer on our company's status as a REIT. The foregoing restrictions on transferability and ownership will not apply if our board of trustees determines that it is no longer in the best interests of our company to attempt to qualify, or to continue to qualify, as a REIT.

Pursuant to our declaration of trust, if any transfer of our shares of beneficial interest would result in our shares being owned by fewer than 100 persons, such transfer will be null and void and the intended transferee will acquire no rights in such shares. In addition, if any transfer of shares of beneficial interest of our company occurs which, if effective, would result in any person beneficially or constructively owning shares of beneficial interest of our company in excess or in violation of the

other transfer or ownership limitations described above (a "Prohibited Owner"), then that number of shares of beneficial interest of our company the beneficial or constructive ownership of which otherwise would cause such person to violate such limitations (rounded to the nearest whole share) shall be automatically transferred to a trust (the "Trust") for the exclusive benefit of one or more charitable beneficiaries (the "Charitable Beneficiary"), and the Prohibited Owner shall not acquire any rights in such shares. Such automatic transfer shall be deemed to be effective as of the close of business on the Business Day (as defined in the declaration of trust) prior to the date of such violative transfer. Shares of beneficial interest held in the Trust shall be issued and outstanding shares of beneficial interest of our company. The Prohibited Owner shall not benefit economically from ownership of any shares of beneficial interest held in the Trust, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares of beneficial interest held in the Trust. The trustee of the Trust (the "Trustee") shall have all voting rights and rights to dividends or other distributions with respect to shares of beneficial interest held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by our company that shares of beneficial interest have been transferred to the Trustee shall be paid by the recipient of such dividend or distribution to the Trustee upon demand, and any dividend or other distribution authorized but unpaid shall be paid when due to the Trustee. Any dividend or distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares of beneficial interest held in the Trust and, subject to Maryland law, effective as of the date that such shares of beneficial interest have been transferred to the Trust, the Trustee shall have the authority (at the Trustee's sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by our company that such shares have been transferred to the Trust and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary. However, if our company has already taken irreversible trust action, then the Trustee shall not have the authority to rescind and recast such vote.

Within 20 days of receiving notice from our company that shares of beneficial interest of our company have been transferred to the Trust, the Trustee shall sell the shares of beneficial interest held in the Trust to a person, designated by the Trustee, whose ownership of the shares will not violate the ownership limitations set forth in our declaration of trust. Upon such sale, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as follows. The Prohibited Owner shall receive the lesser of (i) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Trust (e.g., a gift, devise or other such transaction), the Market Price (as defined in our declaration of trust) of such shares on the day of the event causing the shares to be held in the Trust and (ii) the price per share received by the Trustee from the sale or other disposition of the shares held in the Trust. Any net sale proceeds in excess of the amount payable to the Prohibited Owner shall be paid immediately to the Charitable Beneficiary. If, prior to the discovery by our company that shares of beneficial interest have been transferred to the Trust, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to the aforementioned requirement, such excess shall be paid to the Trustee upon demand.

In addition, shares of beneficial interest of our company held in the Trust shall be deemed to have been offered for sale to our company, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date our company, or its designee, accepts such offer. The company shall have the right to

accept such offer until the Trustee has sold the shares of beneficial interest held in the Trust. Upon such a sale to our company, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

To the extent shares of beneficial interest of our company are certificated, all certificates representing common shares and preferred shares will bear a legend referring to the restrictions described above.

Every owner of more than 5% (or such lower percentage as required by the Code or the regulations promulgated thereunder) of all classes or series of our company's shares of beneficial interest, including common shares, within 30 days after the end of each taxable year, is required to give written notice to our company stating the name and address of such owner, the number of shares of each class and series of shares of beneficial interest of our company which the owner beneficially owns and a description of the manner in which such shares are held. Each such owner shall provide to our company such additional information as our company may request in order to determine the effect, if any, of such beneficial ownership on our company's status as a REIT and to ensure compliance with the Aggregate Share Ownership Limit. In addition, each shareholder shall, upon demand, be required to provide to our company such information as our company may request in order to determine our company's status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

These ownership limitations could delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for the common shares or otherwise be in the best interest of the shareholders.

We intend to apply to have our common shares listed on the NYSE under the symbol " ".

CERTAIN PROVISIONS OF MARYLAND LAW AND
OF THE COMPANY'S DECLARATION OF TRUST AND BYLAWS

The following summary of certain provisions of Maryland law and of our declaration of trust and bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to Maryland law and to our declaration of trust and bylaws. Our declaration of trust was originally adopted on December 24, 2002 and has been subsequently amended, including concurrently with the consummation of this offering.

Our declaration of trust provides that a trustee may be removed with or without cause by the affirmative vote of at least two-thirds of the votes entitled to be cast in the election of trustees. This provision, when coupled with the provision in our bylaws authorizing our board of trustees to fill vacant trusteeships, precludes shareholders from removing incumbent trustees except upon a substantial affirmative vote and filling the vacancies created by such removal with their own nominees.

Under the MGCL, as applicable to Maryland REITs, certain "business combinations" (including a merger, consolidation, share exchange or, in certain circumstances, an asset transfer or issuance or reclassification of equity securities) between a Maryland REIT and any person who beneficially owns ten percent or more of the voting power of the trust's shares or an affiliate of the trust who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then-outstanding voting shares of beneficial interest of the trust (an "Interested Shareholder") or an affiliate thereof are prohibited for five years after the most recent date on which the Interested Shareholder becomes an Interested Shareholder. Thereafter, any such business combination must be recommended by the board of trustees of such trust and approved by the affirmative vote of at least (a) 80% of the votes entitled to be cast by holders of outstanding voting shares of beneficial interest of the trust and (b) two-thirds of the votes entitled to be cast by holders of voting shares of the trust other than shares held by the Interested Shareholder with whom (or with whose affiliate) the business combination is to be effected, unless, among other conditions, the trust's common shareholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Shareholder for its shares. These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the board of trustees of the trust prior to the time that the Interested Shareholder becomes an Interested Shareholder. A person is not an Interested Shareholder under the statute if the board of trustees approved in advance the transaction by which he otherwise would have become an Interested Shareholder. The board of trustees may provide that its approval is subject to compliance with any terms and conditions determined by the board. Our board of trustees previously approved the transactions pursuant to which Yucaipa and its affiliates would have become an Interested Shareholder which resulted, pursuant to the MGCL, in Yucaipa not being an Interested Shareholder and our board of trustees has exempted any business combination between our company and Yucaipa or any of its affiliates or associates. In addition, our board of trustees has exempted any business combination between us and any person, provided that such business combination is first approved by our board of trustees (including a majority of our trustees who are not affiliates or associates of such person). Consequently, the five-year prohibition and the super-majority vote requirements will not apply to business combinations between any of them and our company. As a result, any person described above may be able to enter into business combinations with our company, that may not

be in the best interest of its shareholders, without compliance by our company with the super-majority vote requirements and the other provisions of the statute.

The MGCL, as applicable to Maryland REITs, provides that "control shares" of a Maryland REITs acquired in a "control share acquisition" have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares of beneficial interest owned by the acquiror, by officers or by trustees who are employees of the trust. "Control shares" are voting shares of beneficial interest which, if aggregated with all other such shares of beneficial interest previously acquired by the acquiror, or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing trustees within one of the following ranges of voting power: (i) one-tenth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more of all voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained shareholder approval. A "control share acquisition" means the acquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses), may compel the board of trustees of the trust to call a special meeting of shareholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the trust may itself present the question at any shareholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then, subject to certain conditions and limitations, the trust may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of shareholders at which the voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a shareholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other shareholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the trust is a party to the transaction or (b) to acquisitions approved or exempted by the declaration of trust or bylaws of the trust.

Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our company's shares of beneficial interest. There can be no assurance that such provision will not be amended or eliminated at any time in the future.

Under the Maryland REIT law, a Maryland REIT generally cannot dissolve, amend its declaration of trust or merge, unless approved by the affirmative vote of shareholders holding at least two-thirds of the shares entitled to vote on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the REIT's declaration of trust. Our declaration of trust provides for the approval of such actions by the affirmative vote of a majority of all of the votes entitled to be cast on the matter. Under the Maryland REIT law, a declaration of trust may permit the trustees by a two-thirds vote to amend the

declaration of trust from time to time to qualify as a REIT under the Code or the Maryland REIT law without the affirmative vote of the shareholders. Our declaration of trust permits such action by our board of trustees. In addition, our declaration of trust authorizes our board of trustees, without shareholder vote, to approve an amendment to our declaration of trust to increase or decrease the authorized number of any class or series of shares of beneficial interest.

Pursuant to our declaration of trust, the dissolution of our company must be approved by the affirmative vote of the holders of not less than a majority of all of the votes entitled to be cast on the matter.

Our bylaws provide that (a) with respect to an annual meeting of shareholders, nominations of persons for election to our board of trustees and the proposal of business to be considered by shareholders may be made only (i) pursuant to our company's notice of the meeting, (ii) by or at the direction of the board of trustees or (iii) by a shareholder who is a shareholder of record both at the time of giving of notice by the shareholder and at the time of the meeting who is entitled to vote at the meeting and has complied with the advance notice procedures set forth in the bylaws and (b) with respect to special meetings of shareholders, only the business specified in our company's notice of meeting may be brought before the meeting of shareholders and nominations of persons for election to the board of trustees may be made only (i) by or at the direction of the board of trustees or (ii) provided that the board of trustees has determined that trustees shall be elected at such meeting, by a shareholder who is a shareholder of record both at the time of giving of notice by the shareholder and at the time of the meeting who is entitled to vote at the meeting and has complied with the advance notice provisions set forth in the bylaws.

Anti-takeover Effect of Certain Provisions of Maryland Law and of the Declaration of Trust and Bylaws

The business combination provisions and, if the applicable provision in the bylaws is rescinded, the control share acquisition provisions of the MGCL, the provisions of our declaration of trust on removal of trustees, the advance notice provisions of the bylaws and the restrictions in our declaration of trust on ownership and transfer of shares could delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for holders of common shares or otherwise be in their best interest.

Prior to this offering, there has been no established trading market for our common shares. We cannot predict the effect, if any, that sales of shares or the availability of shares for sale will have on the market price of our common shares prevailing from time to time. Sales of substantial amounts of our common shares in the public market, or the perception that such sales could occur, could adversely affect the prevailing market price of our common shares.

Prior to this offering, we have shares of our common shares outstanding as of , 2010. Upon completion of this offering, we will have outstanding an aggregate of approximately shares of our common shares. All of these shares, including the common shares sold in this offering, will be freely tradeable without restriction or further registration under the Securities Act unless the shares are held by any of our "affiliates", as that term is defined in Rule 144 under the Securities Act. As defined in Rule 144, an "affiliate" of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the issuer. All shares of our common shares held by our affiliates, including our officers and trustees, are restricted securities as that term is defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if registered under the securities laws or if they qualify for an exemption from registration under Rule 144, as described below.

In general, under Rule 144 as currently in effect, beginning 90 days after this offering, our affiliates who own shares for at least six months or own shares purchased in the open market are entitled to sell these shares as follows. Within any three-month period, each such person may sell a number of shares that does not exceed the greater of 1% of our then-outstanding common shares, which will equal approximately shares immediately after this offering, or the average weekly trading volume of our common shares on the NYSE during the four calendar weeks preceding the filing of a notice of the sale on Form 144. Sales under Rule 144 by affiliates will also be subject to manner of sale provisions, notice requirements and the availability of current public information about us.

A person who is not deemed to have been one of our affiliates at any time during the three months preceding a sale, and who owns shares within the definition of "restricted securities" under Rule 144 that were purchased from us, or any affiliate, at least six months previously, would, beginning 90 days after this offering, also be entitled to sell shares under Rule 144. Such sales would be permitted without regard to the volume limitations, manner of sale provisions or notice requirements described above and, after one year, without any limits, including the public information requirement.

We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our common shares, the personal circumstances of the shareholder and other factors.

the Securities Act, depending on their holding period and subject to certain restrictions in the case of common shares held by persons deemed to be our affiliates. See "— Rule 144" and "Certain Relationships and Related Transactions — Certain Relationships and Related Transactions with Affiliated Entities".

Upon completion of this offering, stock options will be outstanding that were previously granted under our 2008 Equity Incentive Plan and stock options will be outstanding that were previously granted under our 2010 Equity Incentive Plan. of these options will be exercisable. Under our 2010 Equity Incentive Plan, key employees, trustees, officers, consultants, advisors or other personnel of ours and our subsidiaries will be eligible to be granted stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. We currently expect to grant annual equity awards under the plan and that each employee will have a performance-based defined annual equity award range with a low target and high award opportunity, expressed as a dollar value. Moreover, our employment agreements with our executive officers provide, among other things, for long-term incentive compensation awards that will be paid pursuant to the long-term incentive plan. Under the employment agreements, the aggregate annual target value of the long-term incentive compensation awards ranges between and .

We will file a registration statement on Form S-8 with respect to the shares of our common shares issuable under the 2010 Equity Incentive Plan. Shares of our common shares covered by such registration statement will be eligible for transfer or resale without restriction under the Securities Act unless held by affiliates.

The following is a general summary of certain material United States federal income tax considerations regarding our company and the ownership of our common shares. The information in this summary is based on the Code; the current, temporary, and proposed Treasury Regulations promulgated under the Code; the legislative history of the Code; current administrative interpretations and practices of the IRS; and court decisions, in each case as of the date of this prospectus, all of which are subject to change either prospectively or retroactively. The administrative interpretations and practices of the IRS include its practices and policies as expressed in private letter rulings that are not binding on the IRS except with respect to the particular taxpayers who requested and received those rulings. Future legislation, Treasury Regulations, administrative interpretations and practices and/or court decisions may adversely affect the tax considerations contained in this discussion. We have not requested and do not intend to request a ruling from the IRS that we qualify as a REIT in connection with this prospectus, and the statements in this prospectus are not binding on the IRS or any court. Thus, we can provide no assurance that the tax considerations contained in this discussion will not be challenged by the IRS or will be sustained by a court if challenged by the IRS. This summary also assumes that we and our subsidiaries and affiliated entities will operate in accordance with the applicable organizational documents or operating agreements.

This summary does not address all possible tax considerations that may be material to an investor and does not constitute legal or tax advice. Moreover, this summary is for general information only, and does not purport to address all aspects of federal income taxation that may be relevant to you in light of your particular investment circumstances, or if you are a type of investor subject to special treatment under the federal income tax rules (except as specifically provided below), including without limitation:

This summary assumes that you will hold our common shares as a "capital asset" (generally, property held for investment within the meaning of Section 1221 of the Code). In addition, this summary does not address the alternative minimum tax provisions of the Code (except where specifically noted), state, local, or non-United States tax considerations, or taxes other than income taxes (except where specifically noted). The United States federal income tax treatment of holders of our common shares depends in some instances on determinations of fact and interpretations of complex provisions of United States federal income tax law for which no clear precedent or authority may be available. In addition, the tax consequences to any particular shareholder of holding our common shares will depend upon the shareholder's particular tax circumstances.

We urge you, as a prospective shareholder, to consult your tax advisor regarding the specific tax consequences to you of the acquisition, ownership and sale or other disposition of our common shares and of our election to be taxed as a REIT for United States federal income tax purposes, including the federal, state, local, foreign and other tax consequences of such purchase, ownership, sale and election and of potential changes in applicable tax laws.

We elected to be taxed as a REIT under the federal income tax laws commencing with our taxable year ended December 31, 1999. We believe that, beginning with such taxable year, we have been organized and have operated in such a manner as to qualify for taxation as a REIT under the Code and intend to continue to be organized and operate in such a manner. However, qualification and taxation as a REIT depend upon our continuing ability to satisfy the numerous asset, income, stock ownership and distribution tests imposed under the Code, the satisfaction of which depends, in part, on our operating results. Accordingly, no assurance can be given that we have been organized and have operated, or will continue to be organized and operate, in a manner so as to qualify or remain qualified as a REIT.

The provisions of the Code and the corresponding Treasury Regulations that relate to qualification and taxation as a REIT are highly technical and complex. The following discussion sets forth certain material aspects of the provisions of the Code and the corresponding Treasury Regulations that govern the federal income tax treatment of a REIT and its shareholders. This summary is qualified in its entirety by the express language of the applicable Code provisions, Treasury Regulations promulgated thereunder, and administrative and judicial interpretations thereof.

Arnall Golden Gregory LLP has acted as our United States federal income tax counsel in connection with this prospectus. Arnall Golden Gregory LLP will render an opinion, subject to the qualifications and limitations described below, to us to the effect that:

It must be emphasized, however, that the opinion of Arnall Golden Gregory LLP will be based upon customary assumptions, conditioned upon certain representations made by us as to factual matters, including representations as to the nature of our properties and the future conduct of our business and certain factual representations made by us in this prospectus. Moreover, our continued qualification and taxation as a REIT depend upon our ability to meet, on a continuing basis, the numerous asset, income, stock ownership and distribution tests, discussed below, the satisfaction of which depend in part on our operating results, the results of which have not been and will not be reviewed by Arnall Golden Gregory LLP.

Given the complex nature of the REIT qualification requirements, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given that we will satisfy such requirements for any particular taxable year. Further, the anticipated income tax treatment described in this prospectus may be changed, perhaps retroactively, by legislative, administrative, or judicial action at any time. Arnall Golden Gregory LLP has no obligation to update its opinion subsequent to the date thereof. You should be aware that opinions of counsel are not binding on the IRS, and no assurance can be given that the IRS will not challenge the conclusions set forth in such opinions. The opinion of Arnall Golden Gregory LLP does not foreclose the possibility that we may have to utilize one or more of the relief provisions discussed below, which could require us to pay an excise or penalty tax (which could be significant in amount) in order to retain our REIT qualification.

If we qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on that portion of our ordinary income or capital gain that we distribute currently to our shareholders because the REIT provisions of the Code generally allow a REIT to deduct dividends paid to shareholders. This treatment substantially eliminates the "double taxation" of earnings (meaning taxation at both the corporate level and shareholder level) that ordinarily results from investment in a regular corporation (a C corporation that does not qualify as a REIT or for other special classification under the Code). In general, income generated by a REIT is taxed only at the shareholder level upon a distribution of dividends by the REIT to its shareholders. We will, however, be subject to federal income taxation as follows:

In addition, we and our subsidiaries may be subject to a variety of taxes not discussed here, including payroll taxes and state, local, and foreign income, property, and other taxes on our assets and operations. Other countries may impose taxes on our or our subsidiaries' operations within their jurisdictions. To the extent possible, we will structure our activities to minimize our foreign tax liability. However, there can be no complete assurance that we will be able to eliminate our foreign tax liability or reduce it to a specified level. Furthermore, as a REIT, neither we nor our shareholders will derive a significant benefit from foreign tax credits arising from those taxes. However, our TRSs may benefit from foreign tax credits arising from those taxes.

We must meet conditions (1) through (4), inclusive, and (8) and (10) during our entire taxable year and we must meet condition (5) during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. Conditions (5) and (6) do not apply until after the first taxable year for which an election is made to be taxed as a REIT. For purposes of condition (6), pension funds and other specified tax-exempt entities generally are treated as individuals, except that a "look-through" exception applies with respect to pension funds.

To monitor compliance with the stock ownership requirements for a REIT, we are generally required to maintain records regarding the actual ownership of our stock. To do so, we must demand written statements each year from the record holders of significant percentages of our

capital stock pursuant to which the record holders must disclose the actual owners of the stock (i.e., the persons required to include in gross income the dividends paid by us). A list of those persons failing or refusing to comply with this demand must be maintained as part of our records. We could be subject to monetary penalties if we fail to comply with these record-keeping requirements. A shareholder that fails or refuses to comply with this demand is required by Treasury Regulations to submit a statement with its tax return disclosing the actual ownership of the stock and other information.

We believe that we have been organized, have operated and have issued sufficient shares of capital stock with sufficient diversity of ownership to allow us to satisfy conditions (1) through (10), inclusive, during the relevant time periods. In addition, our charter provides for restrictions regarding ownership and transfer of our shares which are intended to assist us in continuing to satisfy the share ownership requirements described in (5) and (6) above. These stock ownership and transfer restrictions are described in "Description of Shares of Beneficial Interest — Restrictions on Transfer". These restrictions, however, may not ensure that we will, in all cases, be able to satisfy the share ownership requirements described in (5) and (6) above. If we fail to satisfy these share ownership requirements, except as provided in the next sentence, our status as a REIT will terminate. If, however, we comply with the rules contained in applicable Treasury Regulations that require us to ascertain the actual ownership of our shares and we do not know, or would not have known through the exercise of reasonable diligence, that we failed to meet the requirement described in condition (6) above, we will be treated as having met this requirement. See the section below entitled "— Failure to Qualify".

An entity organized as a partnership or limited liability company under state law and wholly owned by a REIT will generally be treated as a disregarded entity for federal income tax purposes unless it elects otherwise. The assets, liabilities and items of gain, loss, deduction and credit of any such disregarded entity are attributed entirely to the parent REIT for all purposes under the Code, including all REIT qualification tests.

An unincorporated domestic entity that has two or more owners will be treated as a partnership for federal income tax purposes, unless it elects otherwise. In the case of a REIT which is a partner in a partnership or a member in a limited liability company treated as a partnership for federal income tax purposes, Treasury Regulations provide that the REIT will be deemed to own its proportionate share of the assets of the partnership or limited liability company, as the case may be, based on its interest in partnership capital, subject to special rules relating to the 10% REIT asset test described below. Also, the REIT will be deemed to be entitled to its proportionate share of the income of that entity. The assets and gross income of the partnership or limited liability company retain the same character in the hands of the REIT for purposes of Section 856 of the Code, including satisfying the gross income tests and the asset tests.

Thus, our proportionate share (initially 100%) of the assets and items of income, gain, loss, deduction and credit of our operating partnership, including our operating partnership's share of these items of any partnership or limited liability company treated as a partnership or disregarded entity for federal income tax purposes in which it owns an interest, will be treated as our assets and items of income, gain, loss, deduction and credit for the purpose of applying the requirements described in this discussion, including the income and asset tests described below.

We have control of our operating partnership and the subsidiary partnerships and limited liability companies and intend to operate them in a manner consistent with the requirements for our qualification as a REIT. We may from time to time be a limited partner or non-managing member in

some of our partnerships and limited liability companies. If a partnership or limited liability company in which we own an interest takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a partnership or limited liability company in which we own an interest could take an action which could cause us to fail a REIT income or asset test, and that we would not become aware of such action in time to dispose of our interest in the partnership or limited liability company or take other corrective action on a timely basis. In that case, we could fail to qualify as a REIT unless we were entitled to relief, as described below.

We may from time to time own and operate certain properties through wholly owned corporate subsidiaries that we intend to be treated as "qualified REIT subsidiaries" under the Code. A corporation will qualify as our qualified REIT subsidiary if we own, directly or indirectly, 100% of the corporation's outstanding stock, and if we do not elect with the subsidiary to treat it as a TRS, as described below. A corporation that is a qualified REIT subsidiary is not treated as a separate corporation, and all assets, liabilities and items of income, gain, loss, deduction and credit of a qualified REIT subsidiary are treated as assets, liabilities and items of income, gain, loss, deduction and credit (as the case may be) of the parent REIT for all purposes under the Code (including all REIT qualification tests). Thus, in applying the federal income tax requirements described in this prospectus, any corporations in which we own a 100% interest (other than any TRSs) are ignored, and all assets, liabilities and items of income, gain, loss, deduction and credit of such corporations are treated as our assets, liabilities and items of income, gain, loss, deduction and credit. A qualified REIT subsidiary is not required to pay federal income tax, and our ownership of the stock of a qualified REIT subsidiary does not violate the restrictions on ownership of securities, as described below under "— Asset Tests".

We currently hold an interest in two TRSs, AL Holding LLC and ART Quarry, and may acquire securities in additional TRSs in the future, in order to engage in certain activities indirectly as necessary or convenient to avoid obtaining the benefit of income or services we provide to tenants that would jeopardize our REIT status if we engaged in these activities directly. A TRS is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a TRS. A TRS also includes any corporation other than a REIT with respect to which a TRS owns securities possessing more than 35% of the total voting power or value of the outstanding securities of such corporation. Other than some activities relating to lodging and health care facilities, a TRS may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A TRS is subject to federal corporate income tax as a regular C corporation. This may reduce the cash flow generated by us and our subsidiaries, in the aggregate, and may reduce our ability to make distributions to our shareholders. In addition, a TRS may be prevented from deducting interest on debt funded directly or indirectly by its parent REIT if certain tests regarding the TRS's debt to equity ratio and interest expense are not satisfied. Further, the rules impose a 100% excise tax on transactions between a TRS and its parent REIT or the REIT's tenants that are not conducted on an arm's length basis. See "— Penalty Tax". A REIT's ownership of securities of TRSs will not be subject to the 10% or 5% asset test described below. See "— Asset Tests".

We must satisfy two gross income requirements annually to maintain our qualification as a REIT. First, in each taxable year we must derive directly or indirectly at least 75% of our gross income (excluding gross income from prohibited transactions, certain hedging transactions entered into after July 30, 2008, and certain foreign currency gains recognized after July 30, 2008) from investments relating to real property or mortgages on real property and from qualified temporary investment income. Qualifying income for purposes of the 75% gross income test generally includes:

Second, in each taxable year we must derive at least 95% of our gross income (excluding gross income from prohibited transactions, certain hedging transactions entered into on or after January 1, 2005, and certain foreign currency gains recognized after July 30, 2008) from sources that qualify for purposes of the 75% gross income test and from dividends (including dividends from our TRSs), interest, and gain from the sale or disposition of stock or securities, or any combination of these. For these purposes, the term "interest" generally does not include any amount received or accrued, directly or indirectly, if the determination of all or some of the amount depends in any way on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term "interest" solely by reason of being based on a fixed percentage or percentages of receipts or sales.

Rents that we receive from a tenant will qualify as "rents from real property" for the purpose of satisfying the gross income requirements for a REIT described above only if all of the following conditions are met:

We currently do not receive any rents from any of our TRSs; however, in the future we may lease space to one or more of our TRSs. In such a case, for purposes of the 10% tenant rule discussed above, rents received from one of our TRSs will not be excluded from the definition of "rents from real property" if at least 90% of the leased space at the property to which the rents relate is rented to qualifying third parties and the rents paid by the TRS are comparable to rents paid by our other tenants for comparable space. Whether rents paid by the TRS are substantially comparable to rents paid by other tenants is determined at the time the lease with the TRS is entered into, extended, and modified, if such modification increases the rents due under such lease. Notwithstanding the foregoing, however, if a lease with a TRS in which we own stock possessing more than 50% of the voting power or more than 50% of the total value of the outstanding stock of such TRS is modified and such modification results in an increase in rents payable by such TRS, any such increase will not qualify as rents from real property.

We generally do not intend, and as a general partner of our operating partnership, do not intend to permit our operating partnership, to take actions we believe will cause us to fail to satisfy the rental conditions described above. However, we may intentionally fail to satisfy some of these conditions to the extent the failure will not, based on the advice of our tax counsel, jeopardize our tax status as a REIT. In addition, with respect to the limitation on the rental of personal property, we have not obtained appraisals of the real property and personal property leased to tenants. Accordingly, there can be no assurance that the IRS will not disagree with our determinations of value.

Substantially all of the rental income that we have received in the past and that we anticipate receiving in the future is derived from providing space to customers in our temperature-controlled storage facilities. Our management, trucking, and logistics businesses are carried out by AL Holding, our TRS, and its subsidiaries. We received a private letter ruling from the IRS in 2004 substantially to the effect that (1) amounts we receive for providing space in our temperature-controlled warehouses will constitute rents from real property for purposes of the gross income tests and (2) the provision of product handling, transportation, and other supply chain services to our customers by a TRS will not cause otherwise qualifying amounts we receive for providing space in our temperature-controlled warehouses to be nonqualified for purposes of the gross income tests. However, the arrangements between us and AL Holding are subject to the restrictions described in "— Penalty Tax" below.

From time to time, we intend to enter into hedging transactions with respect to one or more of our assets or liabilities. Our hedging activities may include entering into interest rate swaps, caps, and floors, options to purchase these items, and futures and forward contracts. Income we derive from a hedging transaction that is clearly identified as a hedging transaction as specified in the Code, including gain from the sale or disposition of such a transaction, will not constitute gross income for purposes of (and thus will be exempt from) the 95% gross income test to the extent such a hedging transaction is entered into on or after January 1, 2005, and will not constitute gross income for purposes of (and thus will be exempt from) the 75% gross income test to the extent that such hedging transaction is entered into after July 30, 2008. Income and gain from a hedging transaction entered into on or prior to July 30, 2008, including gain from the sale or disposition of such a transaction, will, however, be treated as nonqualifying income for purposes of the 75% gross income test. In addition, income and gain from a hedging transaction entered into prior to January 1, 2005, including gain from the sale or disposition of such a transaction, will be treated as nonqualifying income for purposes of the 95% gross income test. The term "hedging transaction", as used above, generally means any transaction we enter into in the normal course of our business primarily to manage risk of (1) interest rate or price changes or currency fluctuations with respect to borrowings made or to be made by us to acquire or carry real estate assets, or (2) for hedging transactions entered into after July 30, 2008, currency fluctuations with respect to an item of qualifying income under the 75% or 95% gross income test. To the extent that we do not properly identify such transactions as hedges or we hedge with other types of financial instruments, the income from those transactions is not likely to be treated as qualifying income for purposes of the gross income tests.

We intend to structure any hedging transactions in a manner that does not jeopardize our status as a REIT. We may conduct some or all of our hedging transactions (including hedging activities relating to currency risk) through a TRS or other corporate entity, the income from which may be subject to federal income tax, rather than participating in the arrangements directly. No assurance can be given, however, that our hedging activities will not give rise to income that does not qualify for purposes of either or both of the REIT income tests, and will not adversely affect our ability to satisfy the REIT qualification requirements.

We have investments in entities and properties located outside the United States and will acquire additional properties outside the United States as a result of the transactions described in "Formation and Structure of Our Company — The Formation Transactions". In addition, in the future we may acquire or invest in additional entities or properties located outside the United States. These acquisitions could cause us to incur foreign currency gains or losses. Prior to July 30, 2008, the characterization of foreign currency gain for purposes of the REIT gross income tests was unclear, though the IRS had indicated that REITs could apply the principles of proposed Treasury Regulations to determine whether foreign currency gain constituted qualifying income under the REIT gross income tests. As a result, we anticipate that any foreign currency gains we recognized on or prior to July 30, 2008 with respect to rents from any property located outside the United States were qualifying income for purposes of the 75% and 95% gross income tests.

Certain foreign currency gains recognized after July 30, 2008, to the extent attributable to specified assets or items of qualifying income or gain for purposes of the 75% or 95% gross income test, however, generally will not constitute gross income for purposes of the applicable test, and therefore will be exempt from such test, provided we do not deal in or engage in substantial and regular trading in securities, which we do not intend to do. While we may recognize foreign currency gains that will be nonqualifying income for purposes of the 75% and 95% gross income

tests, we do not expect that any such foreign currency gains will adversely affect our ability to comply with such tests.

In addition, from time to time we may own interests in entities that are "controlled foreign corporations" for United States federal income tax purposes under applicable tax rules. We will be deemed to receive our allocable share of certain income earned by such controlled foreign corporations through our interest in our operating partnership, whether or not such income is actually distributed to our operating partnership. This income will not qualify for the 75% gross income test, and it is unclear whether it will qualify for the 95% gross income test.

We will monitor the amount of nonqualifying income, including dividends and other income from our TRSs, and will take actions intended to keep this income within the limitations of the REIT gross income tests. While we expect these actions will prevent a violation of the REIT gross income tests, we cannot guarantee that such actions will in all cases prevent such a violation. If we fail to satisfy one or both of the 75% and 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for the year if we are entitled to relief under certain provisions of the Code. We generally may make use of the relief provisions if:

It is not possible, however, to state whether in all circumstances we would be entitled to the benefit of these relief provisions. For example, if we fail to satisfy the gross income tests because nonqualifying income that we intentionally accrue or receive exceeds the limits on nonqualifying income, the IRS could conclude that our failure to satisfy the tests was not due to reasonable cause. If these relief provisions do not apply to a particular set of circumstances, we will not qualify as a REIT. As discussed above in "— General", even if these relief provisions apply, and we retain our status as a REIT, a tax would be imposed with respect to our nonqualifying income. We may not always be able to comply with the gross income tests for REIT qualification despite periodic monitoring of our income.

Any gain (including any net foreign currency gain recognized after July 30, 2008) that we realize on the sale of property (other than foreclosure property) held as inventory or otherwise held primarily for sale to customers in the ordinary course of business, including our share of any such gain realized by our operating partnership, either directly or through its subsidiary partnerships and limited liability companies, will be treated as income from a prohibited transaction that is subject to a 100% penalty tax, unless certain safe-harbor exceptions apply. This prohibited transaction income may also adversely affect our ability to satisfy the gross income tests for qualification as a REIT. Under existing law, whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. Our operating partnership intends to hold its properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing and owning its properties and to make occasional sales of the properties as are consistent with our operating partnership's investment objectives. We do not intend to enter into any sales that are prohibited transactions. However, the IRS may successfully contend that some or all of the sales made by our operating partnership or its subsidiary partnerships or limited liability

companies are prohibited transactions. We would be required to pay the 100% penalty tax on our allocable share of the gains resulting from any such sales.

Any "redetermined rents", "redetermined deductions" or "excess interest" we generate will be subject to a 100% penalty tax. In general, redetermined rents are rents from real property that are overstated as a result of any services furnished to any of our tenants by one of our TRSs, and redetermined deductions and excess interest represent any amounts that are deducted by a TRS for amounts paid to us that are in excess of the amounts that would have been deducted if the amounts were determined on an arm's-length basis. Rents we receive will not constitute redetermined rents if they qualify for certain safe harbor provisions contained in the Code.

Our TRSs provide certain services to our tenants. We set the fees paid to our TRSs for such services at arm's-length rates, although the fees paid may not satisfy the safe-harbor provisions contained in the Code. These determinations are inherently factual, and the IRS has broad discretion to assert that amounts paid between related parties should be reallocated to clearly reflect income. If the IRS successfully made such an assertion, we would be required to pay a 100% penalty tax on the excess of the amount of an arm's-length fee for tenant services over the amount actually paid.

At the close of each quarter of our taxable year, we must satisfy four tests relating to the nature and diversification of our assets. For purposes of these tests, we will be deemed to own our proportionate share of the assets of any partnership or limited liability company treated as a partnership for federal income tax purposes based on our capital interest in such entity, subject to special rules relating to the 10% value test described below.

Our operating partnership owns 100% of the stock of AL Holding and ART Quarry. So long as each of these companies qualifies as a TRS, we will not be subject to the 5% asset test, the 10% voting securities limitation, or the 10% value limitation with respect to our ownership of their stock. We intend to acquire securities in other TRSs in the future, including as part of the transactions described in "Formation and Structure of Our Company — The Formation Transactions". We believe that the aggregate value of our TRSs has not exceeded 20% of the aggregate value of our gross assets in any taxable year ending on or before December 31, 2008 or 25% of the aggregate value of our gross assets in our taxable year ending December 31, 2009, and we believe that in the future it will not exceed 25% of the aggregate value of our gross assets. No independent appraisals have been obtained to support these conclusions. In addition, there can be no assurance that the IRS will agree with our determinations of value.

The asset tests must be satisfied at the close of each calendar quarter of our taxable year in which we (directly or through our operating partnership) acquire securities in the applicable issuer, and also at the close of each calendar quarter in which we increase our ownership of securities of such issuer. For example, our indirect ownership of securities of each issuer may increase as a result of our capital contributions (whether directly or through our operating partnership) or as any limited partners exercise their redemption/exchange rights. After initially meeting the asset tests at the close of any quarter, we will not lose our status as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values (including, for our taxable year beginning on January 1, 2009, and all taxable years thereafter, a change caused by changes in the foreign currency exchange rate used to value foreign assets). If we fail to satisfy an asset test because we acquire securities or other property during a quarter, we may cure this failure by disposing of sufficient nonqualifying assets within 30 days after the close of that quarter. We believe that we have maintained and intend to maintain adequate records of the value of our assets to ensure compliance with the asset tests. However, there can be no assurance that the IRS will agree with our determinations as to value and the IRS could assert that a different value is applicable. If we failed to cure any noncompliance with the asset tests within the 30-day cure period, we would cease to qualify as a REIT unless we are eligible for certain relief provisions discussed below.

Commencing with our taxable year beginning January 1, 2005, certain relief provisions may be available to us if we discover a failure to satisfy the asset tests described above after the 30 day cure period. Under these provisions, we will be deemed to have met the 5% and 10% REIT asset tests if the value of our nonqualifying assets (i) does not exceed the lesser of (a) 1% of the total value of our assets at the end of the applicable quarter and (b) $10,000,000, and (ii) we dispose of the nonqualifying assets or otherwise satisfy such tests within (a) six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered or (b) the period of time prescribed by Treasury Regulations to be issued. For violations of any of the asset tests due to reasonable cause and not due to willful neglect and that are, in the case of the 5% and 10% asset tests, in excess of the de minimis exception described above, we may avoid disqualification as a REIT, after the 30-day cure period, by taking steps including (i) the disposition of sufficient nonqualifying assets, or the taking of other actions, which allow us to meet the asset test within (a) six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered or (b) the period of time prescribed by Treasury Regulations to be issued, (ii) paying a tax equal to the greater of (a) $50,000 or (b) the highest corporate tax rate multiplied by the net income generated by the nonqualifying assets, and (iii) disclosing certain information to the IRS.

Although we believe we have satisfied the asset tests described above and plan to take steps to ensure that we satisfy such tests for any quarter with respect to which retesting is to occur, there

can be no assurance we will always be successful, or will not require a reduction in our operating partnership's overall interest in an issuer (including in a TRS). If we fail to cure any noncompliance with the asset tests in a timely manner, and the relief provisions described above are not available, we would cease to qualify as a REIT.

To maintain our qualification as a REIT, we are required to distribute dividends, other than capital gain dividends and deemed distributions of retained capital gain, to our shareholders in an amount at least equal to the sum of:

If we dispose of any asset we acquired from a corporation which is or has been a C corporation in a transaction in which our basis in the asset is determined by reference to the basis of the asset in the hands of that C corporation, within the ten-year period following our acquisition of such asset, we could be required to pay tax at the highest corporate rate on the gain, if any, we recognized on the disposition of the asset, to the extent that gain does not exceed the excess of (a) the fair market value of the asset over (b) our adjusted basis in the asset, in each case on the date we acquired the asset. Such gain is taken into account in determining our taxable income and capital gains, and the amount of tax paid is taken into account as a loss, for purposes of the distribution requirements. The results described in this paragraph with respect to the recognition of gain assume that the C corporation will refrain from making an election to receive different treatment under existing Treasury Regulations on its federal income tax return.

We generally must pay the distributions described above in the taxable year to which they relate, or in the following taxable year if either (a) we declare the distribution before we timely file our federal income tax return for such year and pay the distribution on or before the first regular dividend payment after such declaration, provided such payment is made during the 12-month period following the close of such year or (b) we declare the distribution in October, November, or December of the taxable year, payable to shareholders of record on a specified date in any such month, and we actually pay the dividend before the end of January of the following year. In both instances, these distributions relate to our prior taxable year for purposes of the 90% distribution requirement. The amount distributed must not be preferential — i.e., every shareholder of the class of stock to which a distribution is made must be treated the same as every other shareholder of that class, and no class of stock may be treated otherwise than according to its dividend rights as a class.

To the extent that we do not distribute all of our net capital gain, or distribute at least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will be required to pay tax on the undistributed amount at regular corporate tax rates. Furthermore, if we fail to distribute during a calendar year, or by the end of January of the following calendar year in the case of distributions with declaration and record dates falling in the last three months of the calendar year, at least the sum of 85% of our REIT ordinary income for such year, 95% of our REIT capital gain income for the year and any undistributed taxable income from prior periods, we will incur a 4% nondeductible excise tax on the excess of such required distribution over the amounts we actually distributed. Any

REIT taxable income and net capital gain that was subject to income tax for any year is treated as an amount distributed during that year for purposes of calculating the 4% excise tax.

We believe we have made, and intend to continue to make, timely distributions sufficient to satisfy these annual distribution requirements and to minimize our corporate tax obligations. In this regard, the partnership agreement of our operating partnership authorizes us, as general partner of our operating partnership, to take such steps as may be necessary to cause our operating partnership to distribute to its partners an amount sufficient to permit us to meet these distribution requirements and to minimize our corporate tax obligation.

We expect that our REIT taxable income will be less than our cash flow because of depreciation and other non-cash charges included in computing REIT taxable income. Accordingly, we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the distribution requirements described above. However, from time to time, we may not have sufficient cash or other liquid assets to meet these distribution requirements due to timing differences between the actual receipt of income and actual payment of deductible expenses, and the inclusion of income and deduction of expenses in determining our taxable income. In addition, we may decide to retain our cash, rather than distribute it, in order to repay debt or for other reasons. If these timing differences occur, we may borrow funds to pay dividends or pay dividends in the form of taxable stock dividends in order to meet the distribution requirements, while preserving our cash.

Under some circumstances, we may be able to rectify an inadvertent failure to meet the 90% distribution requirement for a year by paying "deficiency dividends" to our shareholders in a later year, which may be included in our deduction for dividends paid for the earlier year. Thus, we may be able to avoid being taxed on amounts distributed as deficiency dividends, subject to the 4% excise tax described above. However, we will be required to pay interest and, in some cases, penalties to the IRS based upon the amount of any deduction claimed for deficiency dividends.

We may dispose of properties in transactions intended to qualify as like-kind exchanges under the Code. Such like-kind exchanges are intended to result in the deferral of gain for federal income tax purposes. The failure of any such transaction to qualify as a like-kind exchange could subject us to federal income tax, possibly including the 100% prohibited transaction tax, depending on the facts and circumstances surrounding the particular transaction.

Commencing with our taxable year beginning January 1, 2005, specified cure provisions are available to us in the event that we discover a violation of a provision of the Code that would result in our failure to qualify as a REIT. Except with respect to violations of the REIT gross income tests and asset tests (for which the cure provisions are described above), and provided the violation is due to reasonable cause and not due to willful neglect, these cure provisions generally impose a $50,000 penalty for each violation in lieu of a loss of REIT status. If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions do not apply, we will be required to pay tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Distributions to shareholders in any year in which we fail to qualify as a REIT will not be deductible by us, and we will not be required to distribute any amounts to our shareholders. As a result, we anticipate that our failure to qualify as a REIT would reduce the funds available for distribution by us to our shareholders. In addition, if we fail to qualify as a REIT, all distributions to shareholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits. In this event, corporate distributees may be eligible for the dividends-received deduction, and individuals may be eligible for the preferential rates on qualified dividend income. Unless entitled to relief under specific statutory provisions, we will also be ineligible to elect to be

treated as a REIT for the four taxable years following the year during which we lost our qualification. It is not possible to state whether in all circumstances we would be entitled to this statutory relief.

Federal Income Tax Aspects of Our Operating Partnership, the Subsidiary Partnerships and the Limited Liability Companies

Substantially all of our investments are held indirectly through our operating partnership. In addition, our operating partnership holds certain of its investments indirectly through subsidiary partnerships and limited liability companies, each of which we expect will be classified for federal income tax purposes as a partnership or, if the entity has only one owner or member, as an entity that is disregarded for federal income tax purposes (a "disregarded entity") rather than as a corporation or an association taxable as a corporation.

Our operating partnership will be classified as a disregarded entity for federal income tax purposes until such time as additional limited partners are admitted to the operating partnership, at which time the operating partnership will be classified as a partnership for federal income tax purposes. This prospectus does not address all of the federal income tax consequences resulting from such a change in classification or from the treatment of the operating partnership as a partnership for federal income tax consequences. The following discussion summarizes certain federal income tax considerations applicable to our direct or indirect investment in our operating partnership, and any subsidiary partnerships or limited liability companies held, formed or acquired by our operating partnership that are treated as either partnerships or disregarded entities for federal income tax purposes and not as associations taxable as corporations. The following discussion does not address state or local tax laws or any federal tax laws other than income tax laws.

We will be required to include in our income our distributive share of the operating partnership's income (including its share of any subsidiary partnership's or limited liability company's income) and to deduct our distributive share of the operating partnership's losses (including its share of any subsidiary partnership's or limited liability company's losses) but only if the entity is classified for federal income tax purposes as a partnership or a disregarded entity. Under applicable Treasury Regulations, an unincorporated domestic entity may elect to be classified either as an association taxable as a corporation or as a partnership (or disregarded entity if it has a single owner or member). If the entity fails to make an election, it generally will be classified as a partnership (or disregarded entity if it has a singe owner or member) for federal income tax purposes. Our operating partnership will be classified as a disregarded entity for federal income tax purposes until such time as additional limited partners are admitted to the operating partnership, at which time the operating partnership will be classified as a partnership for federal income tax purposes. We have not made, nor do we intend to make, an election to treat the operating partnership as a corporation for federal income tax purposes. Other than our TRSs, we have not made an election to treat any of our subsidiary partnerships or limited liability companies as entities taxable as corporations for federal income tax purposes.

Even though our operating partnership or any of our subsidiary partnerships and limited liability companies treated as partnerships for federal income tax purposes will not elect to be treated as an association taxable as a corporation for United States federal income tax purposes, such an entity may be taxed as a corporation if it is deemed to be a "publicly traded partnership". A publicly traded partnership is a partnership (or a limited liability company that is treated as a partnership for federal income tax purposes) whose interests are traded on an established securities market or are readily tradable on a secondary market (or substantial equivalent thereof).

A publicly traded partnership is generally treated as a corporation for federal income tax purposes, but will not be so treated if, for each taxable year which it was classified as a publicly traded partnership, at least 90% of the partnership's gross income consisted of specified passive income, including real property rents (which includes rents that would be qualifying income for purposes of the REIT gross income tests, with certain modifications that make it easier for the rents to qualify for the 90% passive income exception), gains from the sale or other disposition of real property, interest, dividends or certain other gains from property held for the production of income qualifying for the 90% passive income exception.

Applicable Treasury Regulations provide limited safe harbors from treatment as a publicly traded partnership. If any partnership (or limited liability company treated as a partnership for federal income tax purposes) in which we own a direct or indirect interest, including our operating partnership, does not qualify for these safe harbors and is treated as a publicly traded partnership, we believe that such partnership or limited liability company would have sufficient qualifying income to satisfy the 90% passive income exception and, therefore, would not be taxed as a corporation.

If for any reason our operating partnership or a subsidiary partnership or limited liability company were treated as an association taxable as a corporation, rather than a partnership or disregarded entity, it would be required to pay an entity-level tax on its income. In this situation, the character of our assets and items of gross income would change and could prevent us from satisfying the REIT asset tests and possibly the REIT gross income tests. See "— Taxation of Our Company — Asset Tests" and "— Taxation of Our Company — Gross Income Tests". This, in turn, could prevent us from qualifying as a REIT. See "— Failure to Qualify" for a discussion of the effect of our failure to meet these tests. In addition, a change in the tax status of our operating partnership or a subsidiary partnership or limited liability company might be treated as a taxable event. If so, we might incur a tax liability without any related cash distributions. See "—Taxation of Our Company — Annual Distribution Requirements". Further, items of income and deduction of such partnership (or limited liability company) would not pass through to its partners, and its partners would be treated as shareholders of a corporation for tax purposes. Consequently, such partnership (or limited liability company) would be required to pay income tax at corporate rates on its net income, and distributions to its partners would constitute dividends that would not be deductible in computing such partnership's (or limited liability company's) taxable income.

Once our operating partnership becomes treated as a partnership for federal income tax purposes, we will be required to take into account our allocable share of our operating partnership's income, gains, losses, deductions and credits for any taxable year of our operating partnership ending within or with our taxable year, without regard to whether we have received or will receive any distributions from our operating partnership. In addition, to the extent any subsidiary partnership or limited liability company of our operating partnership is treated as a partnership for federal income tax purposes, our operating partnership will be required to take into account the operating partnership's allocable share of such entity's income, gains, losses, deductions and credits for any taxable year of such entity ending within or with our operating partnership's taxable year, without regard to whether our operating partnership has received or will receive any distributions from such entity. Among other consequences, these allocations may result in our recognizing taxable income in excess of cash proceeds, which might adversely affect our ability to comply with the REIT distribution requirements. See "— Taxation of Our Company — Organizational Requirements" and "— Taxation of Our Company — Annual Distribution Requirements".

Although the allocation of income and loss among partners is generally determined by the applicable partnership agreement or operating agreement, such allocations will be disregarded for federal income tax purpose under Section 704(b) of the Code if they do not comply with the requirements of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. If an allocation is not recognized for federal income tax purposes, the item subject to such allocation will be reallocated in accordance with the partner's interest in the partnership, which will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. Allocations under the operating agreements of our operating partnership or any subsidiary partnership or limited liability company are intended to comply with the requirements of Section 704(b) of the Code and the Treasury Regulations thereunder.

Under Section 704(c) of the Code, items of income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated in a manner so that the contributing partner is charged with the unrealized gain or benefits from the unrealized loss associated with the property at the time of the contribution. The amount of the unrealized gain or unrealized loss generally is equal to the difference between the fair market value and the adjusted tax basis of the contributed property at the time of contribution, as adjusted from time to time. Under applicable Treasury Regulations, partnerships are required to use a "reasonable method" for allocating items subject to Section 704(c) of the Code and several reasonable allocation methods are described therein. These allocations are solely for federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners.

At the time the operating partnership becomes a partnership for federal income tax purposes, we will be deemed to contribute all of the assets held by the operating partnership to a new partnership in exchange for a partnership interest. Accordingly, at such time the requirements of Section 704(c) will apply to us. As a result, (i) this could cause us to be allocated lower amounts of depreciation deductions for federal income tax purposes than would be allocated to us if all contributed properties were to have a tax basis equal to their fair market value at the time of their contribution, and (ii) in the event of the sale of such properties, this could cause us to be allocated taxable gain in excess of the economic or book gain allocated to us as a result of such sale. We may therefore recognize taxable income in excess of cash flow from the partnership, which might adversely affect our ability to comply with the REIT distribution requirements discussed above.

For purposes of our discussion, the term "U.S. shareholder" means a holder of our common shares who, for United States federal income tax purposes, is:

If a partnership or other entity treated as a partnership for federal income tax purposes holds our common shares, the tax treatment of a partner generally will depend on the status of the partner and on the activities of the partnership. If you are a partner in a partnership holding our common shares, you are encouraged to consult your tax advisor regarding the consequences of the ownership and disposition of our common shares by the partnership.

Distributions out of our current or accumulated earnings and profits will be treated as dividends and, other than with respect to capital gain dividends and certain amounts which have previously been subject to corporate level tax discussed below, will be taxable to our taxable U.S. shareholders as ordinary income when actually or constructively received. See "— Tax Rates" below. As long as we qualify as a REIT, these distributions will not be eligible for the dividends-received deduction in the case of U.S. shareholders that are corporations or, except to the extent described in "— Tax Rates" below, the preferential rates on qualified dividend income applicable to individuals. For purposes of determining whether distributions to holders of our stock are out of current or accumulated earnings and profits, our earnings and profits will be allocated first to our outstanding preferred stock and then to our outstanding common stock.

To the extent that we make a distribution on our common shares in excess of our current and accumulated earnings and profits allocable to such common shares, the distribution will be treated first as a tax-free return of capital to a U.S. shareholder, reducing the U.S. shareholder's adjusted tax basis in its common shares, and the amount of each distribution in excess of a U.S. shareholder's adjusted tax basis in its common shares will be taxable as gain from the sale of its common shares. Such gain will be taxable as a long-term capital gain if the common shares were held for more than one year. Dividends we declare in October, November, or December of any year and which are payable to a shareholder of record on a specified date in any of these months will be treated as both paid by us and received by the shareholder on December 31 of that year, provided we actually pay the dividend on or before January 31 of the following calendar year.

To the extent that we have available net operating losses carried forward from prior years, such losses may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements. However, U.S. shareholders may not include in their own federal income tax returns any of our net operating losses or capital losses.

We expect to have sufficient earnings and profits to treat any distribution by us as a dividend up to the amount required to be distributed in order to avoid imposition of the 4% excise tax discussed above. Moreover, any "deficiency dividend" will be treated as an ordinary or capital gain dividend, as the case may be, regardless of our earnings and profits. As a result a U.S. shareholder may be required to treat some distributions that would otherwise result in a tax-free return of capital as taxable dividends.

Dividends that we properly designate as capital gain dividends will be taxable to our taxable U.S. shareholders as long-term capital gains to the extent they do not exceed our actual net capital gain for the taxable year, without regard to the period for which the U.S. shareholder held the common shares. A corporate U.S. shareholder may be required to treat up to 20% of certain capital gains dividends as ordinary income. Except as otherwise required by law, we presently intend to allocate a portion of the total capital gain dividends paid or made available to holders of all classes of our capital stock for the year to the holders of our common shares in proportion to the amount that our total dividends, as determined for federal income tax purposes, paid or made available to the holders of common shares for the year bears to the total dividends, as determined for federal

income tax purposes, paid or made available to holders of all classes of our capital stock for the year.

We may elect to retain, rather than distribute as a capital gain dividend, all or a portion of our net capital gains. If we make this election, we would pay tax on our retained net capital gains. In addition, to the extent we so elect, a U.S. shareholder generally would:

Distributions we make and gain arising from the sale or exchange by a U.S. shareholder of our common shares will not be treated as passive activity income. As a result, U.S. shareholders generally will not be able to apply any "passive losses" against this income or gain. A U.S. shareholder may elect to treat capital gain dividends, capital gains from the disposition of our common shares and income designated as qualified dividend income, as described in "— Tax Rates" below, as investment income for purposes of computing the investment interest limitation, but in such case, the U.S. shareholder will be taxed at ordinary income rates on such amount. Other distributions made by us, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation.

Dispositions of Our Common Shares. If a U.S. shareholder sells or disposes of common shares to a person other than us, it will recognize gain or loss for federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale or other disposition and the holder's adjusted basis in the shares for federal income tax purposes. This gain or loss, except as provided below, will be long-term capital gain or loss if the holder has held the common shares for more than one year. However, if a U.S. shareholder recognizes loss upon the sale or other disposition of common shares that it has held for six months or less, after applying certain holding period rules, the loss recognized will be treated as a long-term capital loss to the extent the U.S. shareholder received distributions from us which were required to be treated as long-term capital gains.

The maximum federal income tax rate for non-corporate taxpayers for long-term capital gains, including certain "capital gain dividends", has generally been reduced to 15% (although depending on the characteristics of the assets which produced these gains and on designations which we may make, certain capital gain dividends may be taxed at a 25% rate), and the maximum federal income tax rate for non-corporate taxpayers for "qualified dividend income" has generally been reduced to

15%. In general, dividends payable by REITs to non-corporate U.S. shareholders are not eligible for the reduced tax rate on qualified dividend income, except to the extent that (1) the REIT designates a dividend as qualified dividend income, (2) certain holding requirements have been met, and (3) the REIT's dividends are attributable to qualified dividend income received by the REIT from taxable corporations (such as its TRSs) or to income that was subject to tax at the corporate/REIT level (for example, taxable income from a prior taxable year that was retained and subject to tax). The currently applicable provisions of the federal income tax laws relating to the 15% tax rate are currently scheduled to "sunset" or revert to the provisions of prior law effective for taxable years beginning after December 31, 2010, at which time the capital gains tax rate will be increased to 20% and the rate applicable to dividends will be increased to the tax rate then applicable to ordinary income.

Information Reporting Requirements and Backup Withholding for U.S. Shareholders

We will report to U.S. shareholders of our common shares and the IRS the amount of distributions made or deemed made during each calendar year, and the amount of any tax withheld. Under some circumstances, a U.S. shareholder may be subject to backup withholding with respect to dividends paid with respect to, or cash proceeds from a sale or exchange of, our common shares. Backup withholding will only apply if the shareholder:

Backup withholding generally will not apply with respect to payments made to some shareholders, such as corporations in certain circumstances and tax-exempt organizations. A U.S. shareholder that does not provide us with its correct taxpayer identification number may also be subject to penalties imposed by the IRS. Backup withholding is not an additional tax. Any amount paid as backup withholding will be allowed as a credit against the shareholder's federal income tax liability and may entitle the U.S. shareholder to a refund provided the required information is furnished to the IRS. In addition, we may be required to withhold a portion of capital gain distributions to any shareholders who fail to certify their non-foreign status. See "— Taxation of Non-U.S. Shareholders". U.S. shareholders should consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

Tax-exempt entities, including employee pension benefit trusts and individual retirement accounts, generally are exempt from United States federal income taxation. These entities are subject to taxation, however, on any "unrelated business taxable income", or "UBTI", as defined in the Code. The IRS has issued a published ruling that distributions from a REIT to a tax-exempt pension trust did not constitute UBTI. Based on that ruling, distributions from us and gain arising upon a sale of common shares generally will not be UBTI to a tax-exempt shareholder. However, all or a portion of this income or gain will be UBTI if a tax-exempt shareholder finances its acquisition

of our common shares with debt under the "debt financed property" rules under the Code or if the shares are used in a trade or business of the tax-exempt shareholder.

For tax-exempt shareholders which are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, or qualified group legal services plans exempt from federal income taxation under Sections 501(c)(7), (c)(9), (c)(17) or (c)(20) of the Code, respectively, income from an investment in our common shares will constitute UBTI unless the organization is able to properly claim a deduction for amounts set aside or placed in reserve for specific purposes so as to offset the income generated by its investment in our shares. These prospective investors should consult their tax advisors concerning these "set aside" and reserve requirements.

Finally, in certain circumstances, a qualified employee pension or profit-sharing trust that owns more than 10% of the value of our stock could be required to treat a certain percentage of the dividends it receives from us as unrelated business taxable income if we are a "pension-held REIT". We will not be a "pension-held REIT" unless (1) we are required to "look through" one or more of our qualified trust shareholders in order to satisfy the REIT "closely-held" test, and (2) either (i) one qualified trust owns more than 25% of the value of our stock, or (ii) one or more qualified trusts, each individually holding more than 10% of the value of our stock, collectively own more than 50% of the value of our stock. Tax-exempt shareholders should consult their tax advisors regarding the potential impact of these rules.

Tax-exempt shareholders are urged to consult their tax advisors regarding the federal, state, local and foreign tax consequences of the purchase, ownership and disposition of our common shares.

For purpose of our discussion, the term "non-U.S. shareholder" means a holder of our common shares that is neither a U.S. shareholder nor a partnership (or an entity treated as a partnership for federal income tax purposes). The rules governing the United States federal income taxation of non-U.S. shareholders are complex and no attempt is made herein to provide more than a brief summary of such rules. Accordingly, the discussion does not address all aspects of United States federal income taxation and does not address state, local or foreign tax consequences that may be relevant to a non-U.S. shareholder in light of its particular circumstances.

We urge non-U.S. shareholders to consult their tax advisors to determine the impact of federal, state, local and foreign income tax laws on the purchase, ownership and disposition of our common shares, including any reporting requirements.

Distributions (including any taxable stock dividends) to non-U.S. shareholders that are not attributable to gain from our sale or exchange of a "United States real property interest", or "USRPI", and that we do not designate as capital gain dividends (except as described below) will be taxable to such non-U.S. shareholder as ordinary income to the extent that we pay such distributions out of our current or accumulated earnings and profits. A withholding tax equal to 30% of the gross amount of the distribution ordinarily will apply unless an applicable tax treaty reduces or eliminates the tax. However, distributions received by a non-U.S. shareholder that are treated as effectively connected with the non-U.S. shareholder's United States trade or business will be subject to federal income tax on a net basis at graduated rates, in the same manner as U.S. shareholders are taxed on distributions, and are generally not subject to withholding. In general, non-U.S. shareholders will not be considered to be engaged in a United States trade or business solely as a result of their ownership or our common stock. Distributions received by a non-U.S. shareholder that is a corporation may also be subject to an additional branch profits tax at a 30% rate

(applicable after deducting federal income taxes paid on such effectively connected income) or such lower rate as may be specified by an applicable income tax treaty.

Except as otherwise provided below, we plan to withhold United States federal income tax at a rate of 30% on any distributions made to a non-U.S. shareholder unless:

Distributions to a non-U.S. shareholder in excess of our current and accumulated earnings and profits will not be taxable to the extent that such distributions do not exceed the U.S. shareholder's basis in its common shares. Instead, the excess portion of the distribution will reduce the adjusted basis of such common shares. A non-U.S. shareholder will be subject to tax on a distribution that exceeds both our current and accumulated earnings and profits and the adjusted basis of its shares, if the non-U.S. shareholder would otherwise be subject to tax on gain from the sale or disposition of our common shares, as described below. Because we generally cannot determine at the time we make a distribution whether the distribution will exceed our current and accumulated earnings and profits, we normally will withhold tax on the entire amount of any distribution at the applicable rate. However, a non-U.S. shareholder may obtain a refund of amounts withheld if it is subsequently determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits.

Capital Gain Dividends and Distributions Attributable to a Sale or Exchange of United States Real Property Interests

Distributions to a non-U.S. shareholder that we properly designate as capital gain dividends, other than those arising from the disposition of a USRPI, generally should not be subject to United States federal income taxation, unless:

Pursuant to FIRPTA, distributions to a non-U.S. shareholder that are attributable to gain from sales or exchanges by us of USRPIs within the meaning of FIRPTA, whether or not designated as capital gain dividends, will cause the non-U.S. shareholder to be treated as recognizing such gain as income effectively connected with a United States trade or business. Non-U.S. shareholders would generally be taxed at the same rates applicable to U.S. shareholders, subject to any applicable alternative minimum tax. We will be required to withhold and to remit to the IRS 35% (or lower rate to the extent provided in Treasury Regulations) of any distribution to a non-U.S. shareholder that is designated as a capital gain dividend or, if greater, 35% of any distribution to a non-U.S. shareholder that could have been designated as a capital gain dividend. The amount

withheld is creditable against the non-U.S. shareholder's United States federal income tax liability. However, any distribution with respect to any class of stock which is "regularly traded" on an established securities market located in the United States is not subject to FIRPTA, and therefore not subject to the 35% United States withholding tax described above, if the non-U.S. shareholder did not own more than 5% of such class of stock at any time during the one-year period ending on the date of the distribution. Instead, such distributions will be treated as ordinary dividend distributions and will be subject to withholding in the manner described above with respect to ordinary dividends.

Although the law is not clear on the matter, it appears that amounts designated by us as retained capital gains in respect of the common shares held by U.S. shareholders generally should be treated with respect to non-U.S. shareholders in the same manner as actual distributions of capital gain dividends. Under that approach, the non-U.S. shareholders would be able to offset as a credit against their United States federal income tax liability their proportionate share of the tax paid by us on such retained capital gains and to receive from the IRS a refund to the extent their proportionate share of such tax paid by us exceeded their actual United States federal income tax liability.

Gain recognized by a non-U.S. shareholder upon the sale, exchange or other taxable disposition of common shares generally will not be subject to United States federal income taxation unless our common shares constitute a USRPI within the meaning of FIRPTA. Our common shares will not be treated as a USRPI if, throughout a prescribed testing period, less than 50% of our real estate assets and other assets used in a trade or business consist of interests in real property located within the United States (including shares of a domestic corporation that would be a USRPI), excluding, for this purpose, interests solely in a capacity as a creditor.

Even if the foregoing test is not met, our common shares nonetheless will not constitute a USRPI if we are a "domestically controlled qualified investment entity". A "domestically controlled qualified investment entity" includes a REIT in which, at all times during a specified testing period, less than 50% in value of its stock is held directly or indirectly by non-U.S. shareholders. No assurance can be given that we have been or will be a domestically controlled qualified investment entity. If we do not qualify as a domestically controlled qualified investment entity at the time a non-U.S. shareholder sells our common shares, gain arising from the sale, exchange or other taxable disposition by a non-U.S. shareholder of common shares would not be subject to United States federal income taxation under FIRPTA as a sale of a USRPI if: (1) the common shares are "regularly traded", as defined by applicable Treasury Regulations, on an established securities market; and (2) the selling non-U.S. shareholder owned, actually and constructively, 5% or less of our common shares throughout the five-year period ending on the date of the sale, exchange or other taxable disposition. We believe that, following this offering, our common shares will be regularly traded on an established securities market.

Notwithstanding the foregoing, gain from the sale, exchange or other taxable disposition of our common shares not otherwise subject to FIRPTA will be taxable to a non-U.S. shareholder in two cases: (a) if the non-U.S. shareholder's investment in our common shares is treated as effectively connected with a United States trade or business conducted by the non-U.S. shareholder, the non-U.S. shareholder will be subject to the same treatment as a U.S. shareholder with respect to such gain; and (b) if the non-U.S. shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met, the nonresident alien individual will be subject to a 30% tax on the individual's capital gain.

In addition, even if we are a domestically controlled qualified investment entity, upon disposition of our common shares (subject to the 5% exception applicable to "regularly traded" stock described above), a non-U.S. shareholder may be treated as having gain from the sale or other taxable disposition of a USRPI if the non-U.S. shareholder (1) disposes of such common shares within a 30-day period preceding the ex-dividend date of a distribution any portion of which, but for the disposition, would have been treated as gain from the sale or exchange of a USRPI, and (2) acquires, enters into a contract or option to acquire, or is deemed to acquire other common shares during the 61-day period beginning with the first day of the 30-day period described in (1).

If gain on the sale, exchange or other taxable disposition of common shares were subject to taxation under FIRPTA, the non-U.S. shareholder would generally be subject to regular United States federal income tax with respect to such gain in the same manner as a taxable U.S. shareholder, subject to any applicable alternative minimum tax. In addition, if the sale, exchange or other taxable disposition of common shares were subject to taxation under FIRPTA, and if shares of our common shares were not "regularly traded" on an established securities market, the purchaser of the common shares would be required to withhold and remit to the IRS 10% of the gross purchase price.

Generally, we must report annually to the IRS the amount of dividends paid to a non-U.S. shareholder, such holder's name and address, and the amount of tax withheld, if any. A similar report is sent to the non-U.S. shareholder. Pursuant to tax treaties or other agreements, the IRS may make its reports available to tax authorities in the non-U.S. shareholder's country of residence.

Payments of dividends or of proceeds from the disposition of stock made to a non-U.S. shareholder may be subject to information reporting and backup withholding unless such holder establishes an exemption, for example, by properly certifying its non-U.S. status on an IRS Form W-8BEN or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, backup withholding and information reporting may apply if either we have or our paying agent has actual knowledge, or reason to know, that a non-U.S. shareholder is a United States person.

Backup withholding is not an additional tax. Rather, the United States federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained, provided the required information is furnished to the IRS.

State, local and foreign income tax laws may differ substantially from the corresponding United States federal income tax laws, and this discussion does not purport to describe any aspect of the tax laws of any state, local or foreign jurisdiction. You should consult your tax advisor regarding the effect of state, local and foreign tax laws with respect to our tax treatment as a REIT and on an investment in our common shares.

The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code impose certain restrictions on (a) employee benefit plans (as defined in Section 3(3) of ERISA), (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts or Keogh plans, (c) any entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each a "Plan") and (d) persons who have certain specified relationships to such Plans ("Parties-in-Interest" under ERISA and "Disqualified Persons" under the Code). Moreover, based on the reasoning of the United States Supreme Court in John Hancock Life Ins. Co. v. Harris Trust and Sav. Bank, 510 U.S. 86 (1993), an insurance company's general account may be deemed to include assets of the Plans investing in the general account (e.g., through the purchase of an annuity contract), and the insurance company might be treated as a Party-in-Interest with respect to a Plan by virtue of such investment. ERISA also imposes certain duties on persons who are fiduciaries of Plans subject to ERISA and prohibits certain transactions between such a Plan and Parties-in-Interest or Disqualified Persons with respect to such Plans.

The United States Department of Labor (the "DOL") has issued a regulation (29 C.F.R. § 2510.3-101) concerning the definition of what constitutes the assets of a Plan (the "Plan Asset Regulations"). These regulations provide that, as a general rule, the underlying assets and properties of corporations, partnerships, trusts and certain other entities in which a Plan purchases an "equity interest" will be deemed for purposes of ERISA to be assets of the investing Plan unless certain exceptions apply. The Plan Asset Regulations define an "equity interest" as any interest in an entity other than an instrument that is treated as indebtedness under applicable local law and which has no substantial equity features. Our common shares included in this offering should be treated as "equity interests" for purposes of the Plan Asset Regulations.

The Plan Asset Regulations provide exceptions to the look-through rule for equity interests in some types of entities, including any entity which qualifies as either a "real estate operating company" or a "venture capital operating company". Under the Plan Asset Regulations, a "real estate operating company" is defined as an entity which on testing dates has at least 50% of its assets, other than short-term investments pending long-term commitment or distribution to investors, valued at cost:

According to those same regulations, a "venture capital operating company" is defined as an entity that on testing dates has at least 50% of its assets, other than short-term investments pending long-term commitment or distribution to investors, valued at cost invested in one or more operating companies with respect to which the entity has management rights; and that, in the ordinary course of its business, actually exercises its management rights with respect to one or more of the operating companies in which it invests.

Another exception under the Plan Asset Regulations applies to "publicly offered securities", which are defined as securities that are:

Whether a security is considered "freely transferable" depends on the facts and circumstances of each case. Under the Plan Asset Regulations, if the security is part of an offering in which the minimum investment is $10,000 or less, then any restriction on or prohibition against any transfer or assignment of the security for the purposes of preventing a termination or reclassification of the entity for federal or state tax purposes or which would violate any state or federal statute, regulation, court order, judicial decree, or rule of law will not ordinarily prevent the security from being considered freely transferable. Additionally, limitations or restrictions on the transfer or assignment of a security that are created or imposed by persons other than the issuer of the security or persons acting for or on behalf of the issuer will ordinarily not prevent the security from being considered freely transferable.

A class of securities is considered "widely held" if it is a class of securities that is owned by 100 or more investors independent of the issuer and of one another. A security will not fail to be "widely held" because the number of independent investors falls below 100 subsequent to the initial public offering as a result of events beyond the issuer's control.

We expect that our common shares will meet the criteria of the publicly offered securities exception to the look-through rule. First, the common shares should be considered to be freely transferable, as the minimum investment will be less than $10,000 and the only restrictions upon transfer of our common shares are those generally permitted under the Plan Asset Regulations, those required under federal tax laws to maintain the REIT's status as a REIT, resale restrictions under applicable federal securities laws with respect to securities not purchased pursuant to a registered public offering and those owned by officers, directors and other affiliates, and voluntary restrictions agreed to by a selling shareholder regarding volume limitations.

Second, we expect (although we cannot confirm) that our common shares will be held by 100 or more investors and that at least 100 or more of these investors will be independent of the REIT and of one another.

Third, our common shares included in this offering will be part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act and the common shares will be registered under the Exchange Act.

If, however, none of the exceptions under the Plan Asset Regulations were applicable to the REIT and the REIT were deemed to hold Plan assets subject to ERISA or Section 4975 of the Code, such Plan assets would include an undivided interest in the assets held in the REIT. In such event, such assets and the persons providing services with respect to such assets would be subject to the fiduciary responsibility provisions of Title I of ERISA and the prohibited transaction provisions of ERISA and Section 4975 of the Code.

In addition, if the assets held in the REIT were treated as Plan assets, certain of the activities of the REIT could be deemed to constitute a transaction prohibited under Title I of ERISA or Section 4975 of the Code (e.g., the extension of credit between a Plan and a Party in Interest or Disqualified Person). Such transactions may, however, be subject to a statutory or administrative exemptions such as Prohibited Transaction Class Exemption ("PTCE") 84-14, which exempts certain transactions effected on behalf of a Plan by a "qualified professional asset manager".

Each Plan fiduciary should consult with its counsel with respect to the potential applicability of ERISA and the Code to such investment or similar rules that may apply to Plans not subject to ERISA or Code Section 4975, such as governmental plans, church plans or plans maintained

outside of the United States. Each Plan fiduciary should also determine on its own whether any exceptions or exemptions are applicable (including the publicly offered securities exception) and whether all conditions of any such exceptions or exemptions have been satisfied.

Moreover, each Plan fiduciary should determine whether, under the general fiduciary standards of investment prudence and diversification, participation in the formation transactions is appropriate for the Plan, taking into account the overall investment policy of the Plan and the composition of the Plan's investment portfolio.

This Statement is in no respect a representation that any of the transactions contemplated herein meet all relevant legal requirements with respect to investments by Plans generally or that any such transaction is appropriate for any particular Plan.

The company and the underwriters named below have entered into an underwriting agreement with respect to the common shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of common shares indicated in the following table. Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are the representatives of the underwriters.

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by the company. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional common shares.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

The company and its officers, trustees, and controlling shareholders have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common shares or securities convertible into or exchangeable for common shares during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives. This agreement does not apply to any existing employee benefit plans. See "Shares Eligible for Future Sale" for a discussion of certain transfer restrictions.

The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period the company issues an earnings release or announces material news or a material event; or (2) prior to the expiration of the 180-day restricted period, the company announces that it will release earnings results during the 15-day period following the last day of the 180-day period, in which case the restrictions

described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release of the announcement of the material news or material event.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among the company and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the company's historical performance, estimates of the business potential and earnings prospects of the company, an assessment of the company's management and the consideration of the above factors in relation to market valuation of companies in related businesses.

An application has been made to list the common shares on the NYSE under the symbol " ". In order to meet one of the requirements for listing the common shares on the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 2,000 beneficial holders.

In connection with the offering, the underwriters may purchase and sell common shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Shorts sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares from the company in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option granted to them. "Naked" short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common shares made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the common shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common shares. As a result, the price of our common shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

The company estimates that their share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $ .

The company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the company, for which they received or will receive customary fees and expenses.

Certain affiliates of Goldman, Sachs & Co., Deutsche Bank Securities Inc. and RBC Capital Markets Corporation, each of which is an underwriter of this offering, will participate as initial purchasers in the concurrent issuance of the senior secured notes by a subsidiary of our operating partnership. In connection with the participation of the underwriters and/or their respective affiliates in the issuance of the senior secured notes, these underwriters and/or such affiliates will also receive customary fees. Wells Fargo Foothill, LLC, an affiliate of Wells Fargo Securities, LLC, a co-manager of this offering, is the arranger, administrative agent and a lender under our Wells Fargo credit facility. Royal Bank of Canada, the parent company of RBC Capital Markets Corporation, is a lender and administrative agent under certain Versacold revolving and term loan facilities as well as a counterparty to certain hedging arrangements with Versacold. Goldman, Sachs & Co. is also a lender under two of Versacold's loan facilities.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

For the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the

meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of which is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

The validity of the common shares offered hereby will be passed on for us by Venable LLP, Baltimore, Maryland. The statements relating to certain United States federal income tax matters under the caption "United States Federal Income Tax Considerations" will be reviewed by and the qualification of our company as a REIT for United States federal income tax purposes will be passed upon by Arnall Golden Gregory LLP, Atlanta, Georgia. Certain legal matters relating to this offering will be passed upon for the underwriters by Sullivan & Cromwell LLP, New York, New York. Certain legal matters relating to this offering will be passed upon for the company by Munger, Tolles & Olson LLP, Los Angeles, California.

The consolidated financial statements and financial statement schedules of Americold Realty Trust and subsidiaries as of December 31, 2008 and 2007, and for the periods January 1, 2008 through March 31, 2008 and April 1, 2008 through December 31, 2008, and for the years ended December 31, 2007 and 2006 included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the financial statements and financial statement schedules and includes an explanatory paragraph relating to (1) the change in the method of accounting for uncertainty in income taxes effective January 1, 2007 and (2) the restatement of the consolidated statement of cash flows for the period April 1, 2008 to December 31, 2008 (Successor) as discussed in Note 2). Such consolidated financial statements and financial statement schedules are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Versacold International Corporation (formerly Eimskip Holdings Inc.) as of July 31, 2009 and October 31, 2008, and for the one month ended July 31, 2009, the eight months ended June 30, 2009, and the years ended October 31, 2008 and 2007, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report covering the financial statements refers to a change in accounting for uncertain tax positions effective November 1, 2007.

The "Overview of the Global Temperature-Controlled Warehouse Industry," which has been included herein, was prepared for us by the Global Cold Chain Alliance. Information set forth in "Prospectus Summary—Industry Overview" and "Overview of the Global Temperature-Controlled Warehouse Industry" is included in reliance upon the Global Cold Chain Alliance's authority as an expert on such matters.

We have filed with the Securities and Exchange Commission a registration statement on Form S-11, including exhibits, schedules and amendments filed with this registration statement, under the Securities Act with respect to the common shares to be sold in this offering. This prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company and the common shares to be sold in this offering, reference is made to the registration statement, including the exhibits to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, where that contract is an exhibit to the registration statement, each statement is qualified in all respects by the exhibit to which the reference relates. Copies of the registration

statement, including the exhibits and schedules to the registration statement, may be examined without charge at the public reference room of the Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. Information about the operation of the public reference room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. Copies of all or a portion of the registration statement can be obtained from the public reference room of the Securities and Exchange Commission upon payment of prescribed fees. Our Securities and Exchange Commission filings, including our registration statement, are also available to you on the Securities and Exchange Commission's Web site, www.sec.gov.

AS A RESULT OF THIS OFFERING, WE WILL BECOME SUBJECT TO THE INFORMATION AND REPORTING REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND WILL FILE ANNUAL, QUARTERLY AND OTHER PERIODIC REPORTS AND PROXY STATEMENTS AND WILL MAKE AVAILABLE TO OUR SHAREHOLDERS QUARTERLY REPORTS FOR THE FIRST THREE QUARTERS OF EACH FISCAL YEAR CONTAINING UNAUDITED INTERIM FINANCIAL INFORMATION.

To the Board of Directors and Shareholders of
Americold Realty Trust and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Americold Realty Trust and subsidiaries (the "Company") as of December 31, 2008 (Successor) and 2007 (Predecessor), and the related consolidated statements of income, shareholders' equity, and cash flows for the periods January 1, 2008 through March 31, 2008 (Predecessor), April 1, 2008 through December 31, 2008 (Successor), and the years ended December 31, 2007 and 2006 (Predecessor). Our audit also included the consolidated financial statement schedules listed in the index on page F-1. These consolidated financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over consolidated financial reporting. Our audits included consideration of internal control over consolidated financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over consolidated financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2008 (Successor) and 2007 (Predecessor), and the results of its operations and its cash flows for the periods January 1, 2008 through March 31, 2008 (Successor), April 1, 2008 through December 31, 2008 (Predecessor), and the years ended December 31, 2007 (Predecessor) and 2006 (Predecessor), in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the accompanying consolidated statement of cash flows for the period April 1, 2008 to December 31, 2008 (Successor) has been restated.

As discussed in Note 14 to the consolidated financial statements, the Company changed its method of accounting for uncertainty in income taxes to conform to Financial Accounting Standards Board Accounting Standards Codification 740, Income Taxes, effective January 1, 2007.

AMERICOLD REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2008 AND 2007

(Amounts in thousands, except share amounts)

			2008 Successor			2007 Predecessor

ASSETS
PROPERTY, PLANT, AND EQUIPMENT:
	Land		$	195,540		$	109,079
	Buildings and improvements			883,291			1,333,830
	Machinery and equipment			214,422			293,141

				1,293,253			1,736,050
	Accumulated depreciation and depletion			(64,068	)		(555,549	)

		Property, plant, and equipment — net		1,229,185			1,180,501

CAPITALIZED LEASES:
	Building and improvements			38,620			65,602
	Machinery and equipment			24,761			25,446

				63,381			91,048
	Accumulated depreciation			(3,353	)		(24,783	)

		Capitalized leases — net		60,028			66,265

CASH AND CASH EQUIVALENTS				66,722			23,037
RESTRICTED CASH				3,408			1,865
ACCOUNTS RECEIVABLE — Net of allowance for doubtful accounts of $1,982 and $4,302 at December 31, 2008 and 2007, respectively				83,932			100,846
LEASEHOLD INTERESTS — Below market leases				8,943
IDENTIFIABLE INTANGIBLE ASSETS — Net				45,354			37,715
DEFERRED FINANCING COSTS — Net				2,100			5,579
GOODWILL				121,938			2,936
OTHER ASSETS				18,550			28,231

TOTAL			$	1,640,160		$	1,446,975

			2008 Successor			2007 Predecessor

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
	Borrowings under revolving line of credit		$	30		$	28
	Accounts payable and accrued expenses (Note 7)			97,871			78,767
	Mortgage notes — net of debt discount of $18,935 and $0 at December 31, 2008 and 2007, respectively (Note 9)			1,031,065			1,050,051
	Sale-leaseback financing obligation (Note 9)			5,695			5,695
	Capitalized lease obligations			58,390			63,534
	Leasehold interests — above market leases			3,923
	Unearned revenue			12,418			12,788
	Pension and postretirement benefits			22,845			2,533
	Deferred tax liability — net			7,722

		Total liabilities		1,239,959			1,213,396

COMMITMENTS AND CONTINGENCIES (Note 16)
SHAREHOLDERS' EQUITY:
	Preferred shares of beneficial interest, $0.01 par value — authorized 700 Series A shares; liquidation preference $1,000 per share — issued and outstanding 632 and 632 shares at December 31, 2008 and 2007, respectively
	Common shares of beneficial interest, $0.01 par value — authorized shares — 100,000,000 shares; issued and outstanding 39,624,440 and 40,000,000 shares at December 31, 2008 and 2007, respectively			396			400
	Paid-in capital			505,101			848,710
	Accumulated deficit			(90,194	)		(616,281	)
	Accumulated other comprehensive (loss) income			(15,102	)		750

		Total shareholders' equity		400,201			233,579

TOTAL			$	1,640,160		$	1,446,975

AMERICOLD REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008,
APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND
YEARS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006
(Amounts in thousands, except share and per share data)

			April 1, 2008 through December 31, 2008 Successor			January 1, 2008 through March 31, 2008 Predecessor			2007 Predecessor			2006 Predecessor

REVENUES:
	Rent and storage revenue		$	199,453		$	63,773		$	271,594		$	247,600
	Warehouse services			191,397			63,758			254,636			233,331
	Transportation and warehouse management services			256,030			85,734			311,368			287,586
	Other revenues			7,100			2,367			9,428			9,939

		Total revenues		653,980			215,632			847,026			778,456
OPERATING EXPENSES:
	Cost of operations (excluding items shown below)			492,873			168,051			657,384			592,258
	Rent			6,814			2,224			10,258			9,132
	Cost of operations related to other revenue			5,489			1,623			6,637			6,613
	Depreciation, depletion, and amortization			68,993			20,998			83,651			73,025
	General and administrative (Note 4)			37,992			11,628			44,260			47,342

		Total operating expenses		612,161			204,524			802,190			728,370

OPERATING INCOME				41,819			11,108			44,836			50,086
OTHER (EXPENSE) INCOME:
	Interest and debt expense (Note 8)			(49,361	)		(16,122	)		(65,168	)		(81,890	)
	Interest income			572			275			2,607			5,009
	Other income (expense) — net			827			8			(72	)		1,787

LOSS BEFORE INCOME TAX AND GAIN ON SALE OF REAL ESTATE				(6,143	)		(4,731	)		(17,797	)		(25,008	)
INCOME TAX (EXPENSE) BENEFIT				(796	)		79			(775	)		(1,835	)

LOSS BEFORE GAIN ON SALE OF REAL ESTATE				(6,939	)		(4,652	)		(18,572	)		(26,843	)
GAIN ON SALE OF REAL ESTATE — Net of $0 in income taxes (Note 4)										1,161			2,098

NET LOSS				(6,939	)		(4,652	)		(17,411	)		(24,745	)
LESS PREFERRED SHARE DIVIDENDS				63			63			63			63

NET LOSS ATTRIBUTABLE TO COMMON SHARES			$	(7,002	)	$	(4,715	)	$	(17,474	)	$	(24,808	)

NET LOSS PER COMMON SHARE
	Basic		$	(0.18	)	$	(0.12	)	$	(0.44	)	$	(0.62	)

	Diluted		$	(0.18	)	$	(0.12	)	$	(0.44	)	$	(0.62	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
	Basic			39,624,440			40,000,000			40,000,000			40,000,000
	Diluted			39,624,440			40,000,000			40,000,000			40,000,000

AMERICOLD REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008,
APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND
YEARS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006
(Amounts in thousands, except share amounts)

						Preferred Shares of Beneficial Interest				Common Shares of Beneficial Interest

			Comprehensive (Loss) Income			Preferred Shares of Beneficial Interest				Common Shares of Beneficial Interest									Accumulated Other Comprehensive (Loss) Income
			Comprehensive (Loss) Income			Number of Shares		Par Value		Number of Shares		Par Value		Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive (Loss) Income			Total
PREDECESSOR BALANCE — December 31, 2005							632		—		40,000,000	$	400	$	848,710	$	(355,613	)	$	(2,697	)	$	490,800
	Net loss		$	(24,745	)						—		—		—		(24,745	)		—			(24,745	)
	Other comprehensive income — net of tax:
		Adjustment in minimum pension liability		2,590							—		—		—		—			2,590			2,590
		Change in unrealized net gain on securities available for sale		76							—		—		—		—			76			76

	Comprehensive loss		$	(22,079	)

	Dividends paid on preferred shares of beneficial interest										—		—		—		(63	)		—			(63	)
	Dividends paid on common shares of beneficial interest										—		—		—		(206,000	)		—			(206,000	)
	Adoption of accounting guidance over defined benefit and other postretirement plans						—		—		—		—		—		—			(321	)		(321	)

PREDECESSOR BALANCE — December 31, 2006							632		—		40,000,000		400		848,710		(586,421	)		(352	)		262,337
	Net loss		$	(17,411	)						—		—		—		(17,411	)		—			(17,411	)
	Other comprehensive income — net of tax:
		Adjustment in minimum pension liability		545							—		—		—		—			545			545
		Change in unrealized net gain on foreign currency		545							—		—		—		—			545			545
		Change in unrealized net gain on securities available for sale		12							—		—		—		—			12			12

	Comprehensive loss		$	(16,309	)

	Dividends paid on preferred shares of beneficial interest										—		—		—		(63	)		—			(63	)
	Dividends paid on common shares of beneficial interest										—		—		—		(12,000	)		—			(12,000	)
	Adoption of interpretation over accounting for uncertainty in income tax						—		—		—		—		—		(386	)		—			(386	)

						Preferred Shares of Beneficial Interest				Common Shares of Beneficial Interest

			Comprehensive (Loss) Income			Preferred Shares of Beneficial Interest				Common Shares of Beneficial Interest												Accumulated Other Comprehensive (Loss) Income
			Comprehensive (Loss) Income			Number of Shares		Par Value		Number of Shares			Par Value			Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive (Loss) Income			Total
PREDECESSOR BALANCE — December 31, 2007							632		—		40,000,000		$	400		$	848,710		$	(616,281	)	$	750		$	233,579
	Net loss		$	(4,652	)						—			—			—			(4,652	)		—			(4,652	)
	Other comprehensive income, net of tax:
		Change in unrealized net loss on foreign currency		(97	)						—			—			—			—			(97	)		(97	)
		Change in unrealized net loss on securities available for sale		(54	)						—			—			—			—			(54	)		(54	)

	Comprehensive loss			(4,803	)

	Dividends paid on preferred shares of beneficial interest										—			—			—			(63	)		—			(63	)
	Dividends paid on common shares of beneficial interest										—			—			—			(6,000	)		—			(6,000	)

PREDECESSOR BALANCE — March 31, 2008							632		—		40,000,000		$	400		$	848,710		$	(626,996	)	$	599		$	222,713

Transaction and purchase accounting (Note 2)							—		—		(375,560	)	$	(4	)	$	(343,624	)	$	561,239		$	(599	)	$	217,012

SUCCESSOR BALANCE — April 1, 2008							632		—		39,624,440			396			505,086			(65,757	)		—			439,725
	Net loss			(6,939	)						—			—			—			(6,939	)		—			(6,939	)
	Other comprehensive income, net of tax
		Adjustment in minimum pension liability		(14,465	)						—			—			—			—			(14,465	)		(14,465	)
		Change in unrealized net loss on foreign currency		(624	)						—			—			—			—			(624	)		(624	)
		Change in unrealized net loss on securities available for sale		(13	)						—			—			—			—			(13	)		(13	)

	Comprehensive loss		$	(22,041	)

	Dividends declared on preferred shares of beneficial interest										—			—			—			(63	)		—			(63	)
	Dividends declared on common shares of beneficial interest										—			—			—			(17,435	)		—			(17,435	)
	Deferred stock option compensation expense						—		—		—			—			15			—			—			15

SUCCESSOR BALANCE — December 31, 2008							632		—		39,624,440		$	396		$	505,101		$	(90,194	)	$	(15,102	)	$	400,201

AMERICOLD REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008,
APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND
YEARS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006

(Amounts in thousands)

					April 1, 2008 through December 31, 2008 Successor			January 1, 2008 Through March 31, 2008 Predecessor			2007 Predecessor			2006 Predecessor

					(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(6,939	)	$	(4,652	)	$	(17,411	)	$	(24,745	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Depreciation, depletion, and amortization				68,993			20,998			83,651			73,025
		Amortization of deferred financing costs and debt discount				1,593			208			941			7,439
		Amortization of above/below market leases				(225	)
		Compensation expense for options				15
		Write off deferred financing costs													7,201
		Gain on sale of real estate				(6	)					(1,193	)		(2,164	)
		Provision for doubtful accounts receivable				537			621			2,791			774
		Changes in operating assets and liabilities — net of changes related to acquisitions:
			Accounts receivable			13,563			2,192			(15,523	)		(1,341	)
			Accounts payable and accrued expenses			(16,659	)		7,326			1,876			(12,788	)
			Other			1,859			(5,092	)		(3,974	)		(13,055	)

				Net cash provided by operating activities		62,731			21,601			51,158			34,346

CASH FLOWS FROM INVESTING ACTIVITIES:
	Restricted cash outflows					2,449			394			7,348			86,965
	Restricted cash inflows					(4,379	)		(7	)		(229	)		(34,582	)
	Acquisition related costs					(19,555	)
	Proceeds from the sale of property, plant, and equipment					354						1,560			4,511
	Additions to property, plant, and equipment					(14,689	)		(3,724	)		(104,172	)		(121,133	)

				Net cash used in investing activities		(35,820	)		(3,337	)		(95,493	)		(64,239	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Dividends paid and redemptions of beneficial interest shares — preferred								(63	)		(63	)		(63	)
	Dividends paid and redemptions of beneficial interest shares — common								(6,000	)		(12,000	)		(206,000	)
	Mortgage financing proceeds — net of debt issuance costs											(207	)		1,469,393
	Net borrowings on revolving line of credit — net of debt issuance costs					(1,117	)		(26	)		30			(9,076	)
	Repayment of capital lease obligations					(6,382	)		(1,932	)		(7,398	)		(6,008	)
	Repayment of mortgages payable					(50	)					(5,662	)		(1,151,099	)
	Capital contribution					18,080
	Common stock redemption					(4,000	)

				Net cash provided by (used in) financing activities		6,531			(8,021	)		(25,300	)		97,147

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						33,442			10,243			(69,635	)		67,254
CASH AND CASH EQUIVALENTS:
	Beginning of period					33,280			23,037			92,672			25,418

	End of period				$	66,722		$	33,280		$	23,037		$	92,672

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Acquisition of fixed assets under capital leases				$	2,681		$	489		$	7,245		$	48,522

	Interest paid				$	47,751		$	15,818		$	60,658		$	72,994

	Income taxes paid — net of refunds				$	1,780		$	1,994		$	319		$	4,282

	Acquisition of property, plant, and equipment on account				$	167		$	394		$	541		$	259

	Dividends declared — preferred shares				$	63		$	—		$	—		$	—

	Dividends declared — common shares				$	17,435		$	—		$	—		$	—

AMERICOLD REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

Americold Realty Trust (the "Company") is a real estate investment trust ("REIT") incorporated in the state of Maryland. The consolidated Company includes two wholly owned taxable REIT subsidiaries ("TRS"), ART AL Holding, LLC ("ART AL"), and ART Quarry TRS, LLC ("ART Quarry").

As of December 31, 2007, Vornado Realty Trust ("VNO") owned 47.6%, Crescent ART Holdings ("CAH") (an affiliate of Morgan Stanley Real Estate) owned 31.7%, and three affiliates of The Yucaipa Companies ("Yucaipa") owned 20.7% of the Company's common stock. On March 31, 2008, two of the existing affiliates of Yucaipa, along with two additional affiliates of Yucaipa acquired the remaining 79.3% of the Company's common stock from VNO and CAH (Note 2).

AmeriCold Logistics, LLC ("AmeriCold") is a wholly owned subsidiary of ART AL and Vornado Crescent Carthage and KC Quarry LLC ("QuarryCo") is a wholly owned subsidiary of ART Quarry.

Business and Industry Information — AmeriCold is a provider of temperature controlled warehousing and distribution services in the United States. Located in 33 states, and headquartered in Atlanta, Georgia, the Company has approximately 6,000 employees.

AmeriCold operates 104 facilities, of which 90 are wholly owned or leased, 13 are managed for outside owners, and one is partially owned. QuarryCo owns and operates limestone quarries.

AmeriCold provides supply chain management solutions to food manufacturers and retailers who require multi-temperature storage, handling, and distribution capability for their products. Service offerings include comprehensive transportation management, supply chain network modeling and optimization, consulting and grocery retail-based distribution strategies, such as multivendor consolidation, direct-store delivery, and seasonal product distribution. AmeriCold's technology provides food manufacturers with real-time detailed inventory information via the Internet. In addition, AmeriCold manages facilities owned by its customers for which it earns fixed and incentive fees.

Customer Information — AmeriCold's customers consist primarily of national, regional, and local food manufacturers, distributors, retailers, and food service organizations. The segment footnote contains additional information regarding our significant customers (Note 18).

Collective Bargaining Agreements — At December 31, 2008, approximately 31% of the Company's labor force were covered by collective bargaining agreements. At December 31, 2007, approximately 30% of the Company's labor force was covered by collective bargaining agreements. At December 31, 2006, approximately 34% of the Company's labor force was covered by collective bargaining agreements. Collective bargaining agreements covering approximately 3% of the labor force were scheduled to expire in 2009. These collective bargaining agreements have been or are in the process of being renegotiated.

Acquisition — The acquisition of the Company by Yucaipa was completed through two separate purchase transactions. In 2004, Yucaipa acquired 8,280,000 common shares of the

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

Company, which comprised 20.7% of the total outstanding common shares. On March 31, 2008 ("Acquisition Date"), Yucaipa acquired 31,344,440 common shares of the Company, with the remaining 375,560 shares of the Company's common stock redeemed by the Company. All of the preferred shares owned by VNO and CAH were acquired by Yucaipa as of March 31, 2008. As of April 1, 2008, Yucaipa owned 100% of the Company's outstanding common stock. The two Yucaipa transactions resulted in a step acquisition whereby Yucaipa's basis is the summation of approximately $105,325,000 for the 2004 transaction and approximately $334,400,000 for March 31, 2008 transaction. Included as part of the basis of the Company was $19,555,000 of costs directly attributable to the Acquisition, of which $18,080,000 was paid to Yucaipa American Management, LLC, a nonshareholder related party, as advisory fees.

At December 31, 2008, the allocation of the purchase price was subject to refinement pending final information related to certain long-lived assets and liabilities.

The total consideration allocated to the assets acquired and liabilities assumed as of March 31, 2008, which was the date Yucaipa acquired effective control of the Company is a follows (amounts in thousands):

There were no changes to goodwill in 2008 subsequent to the recording of the Acquisition as of March 31, 2008.

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

During 2009, the Company finalized its purchase price allocation for the Acquisition. As a result, goodwill increased by $2,762,000 related to final valuations of assets. The following table summarizes the goodwill by reportable segment (amounts in thousands).

Restatement — Subsequent to the issuance of the 2008 financial statements, the Company's management determined that approximately $19,555,000 in cash paid during the period April 1, 2008 to December 31, 2008 (Successor) for costs directly related to the Acquisition were presented as a reduction in net cash provided by operating activities and that the payment of such costs should have been presented as a reduction in net cash used in investing activities. As a result, net cash provided by operating activities and net cash used in investing activities in the accompanying consolidated statement of cash flows for the period April 1, 2008 to December 31, 2008 (Successor) have been restated from amounts previously reported as follows (amounts in thousands):

Pro Forma Financial Information — The following unaudited pro forma results of operations assume that the Acquisition related transactions occurred on January 1, 2007. The unaudited pro forma information is provided for informational purposes only and is not necessarily indicative of what the Company's results of operations would have been if the transactions had occurred on that

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

date, or what the Company's results of operations will be for any future periods (amounts in thousands).

Pro forma adjustments for the year ended December 31, 2008 consist of adjustments for the Predecessor period and consist of $1,438,000 in additional depreciation and amortization expense, a $332,000 increase in interest expense, a $28,000 reduction in rent expense and $17,000 income tax benefit. Pro forma adjustments for the year ended December 31, 2007 consist of $5,752,000 in additional depreciation and amortization expense, a $1,328,000 increase in interest expense, a $112,000 reduction in rent expense and a $68,000 income tax benefit.

Basis of Presentation — As a result of the Acquisition, activity that occurred prior to March 31, 2008 has been reflected as the "Predecessor" and activity that occurred after March 31, 2008 has been reflected as the "Successor". The distinction between Predecessor and Successor relates to the application of purchase accounting in accordance with accounting guidance for business combinations.

The basis of the long-term assets and liabilities has been reflected under step acquisition accounting, whereby the Successor financial statements reflect 20.7% of Yucaipa's historical basis and 79.3% at fair market value as of April 1, 2008.

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Property, Plant, Equipment, and Leasehold Improvements — Property, plant, equipment, and leasehold improvements are stated at cost, less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the respective assets or, if less, the term of the underlying lease. Depreciation begins in the month an asset is placed into service. Useful lives range from 5 to 40 years for buildings and building improvements and 3 to 12 years for machinery and equipment. Depletion on the limestone quarries is computed by the units-of-production method based on estimated recoverable units.

Costs of normal maintenance and repairs and minor replacements are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and related accumulated

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

depreciation is removed and any resulting gain or loss is included in other income in the consolidated statements of income.

Impairment of Long-Lived Assets — The Company reviews its long-lived assets for impairment annually or when events or changes in circumstances indicate that the carrying amounts may not be recoverable. A comparison is made of the expected future operating cash flows of the long-lived assets on an undiscounted basis to their carrying amounts. If the carrying amounts of the long-lived assets exceed the sum of the expected undiscounted cash flows, an impairment charge is recognized in an amount equal to the excess of the carrying amount over the estimated fair value of the long-lived assets. The Company also periodically reviews the appropriateness of the estimated useful lives of its long-lived assets.

The Company determined that individual warehouse properties constitute the lowest level of independent cash flows for purposes of considering possible impairment. There were no impairment charges recorded in 2008, 2007, or 2006.

Capitalized Leases — Capitalized leases are recorded at the lower of the present value of future minimum lease payments or the fair market value of the property. Capitalized leases are depreciated on a straight-line basis over the estimated asset life or lease term, whichever is shorter. Depreciation expense on capitalized leases is included in depreciation, depletion, and amortization expense in the consolidated statements of income.

Cash and Cash Equivalents — Cash and cash equivalents consist of cash on hand, demand deposits, and short-term liquid investments purchased with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

Restricted Cash — Restricted cash relates to cash on deposit and restricted for the payment of certain property repairs or obligations related to warehouse facilities collateralized by individual tranches (Note 9).

Allowance for Doubtful Accounts — The Company periodically evaluates the collectability of amounts due from customers and maintains an allowance for doubtful accounts for estimated amounts collectible from customers. Management exercises judgment in establishing these allowances and considers the balance outstanding, payment history, and current credit status in developing these estimates.

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

amount of customer relationships was $30,561,000 and $43,650,000 at December 31, 2008 and 2007, respectively. Customer relationship amortization expense for the periods of January 1, 2008 through March 31, 2008, and April 1, 2008 through December 31, 2008, was $409,000, $1,146,000, respectively. Customer relationship amortization expense for the years ended December 31, 2007 and 2006, was $1,440,000 and $1,951,000, respectively. The weighted-average life of the customer relationships is 19.25 years as of December 31, 2008. Above and below market leases are amortized on a straight line basis over the remaining lease terms in a manner that adjusts lease expense to the market rate in effect as of the Acquisition Date (Note 6).

The Company reviews identifiable intangible assets for impairment when circumstances indicate the carrying amount may not be recoverable. There were no impairments of identifiable intangible assets in 2008, 2007 or 2006.

Deferred Financing Costs — Direct financing costs are deferred and amortized over the terms of the related agreements as a component of interest and debt expense. Deferred financing costs are amortized on a straight-line basis, which approximates the effective interest-rate method in accordance with the terms of the agreements to which they relate.

Goodwill — The Company evaluates the carrying value of goodwill in December of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Reporting units are the Company's reportable segments. Goodwill represents the excess of the acquisition cost of identifiable tangible and intangible assets over the fair market value as of the Acquisition Date. The Company has allocated goodwill to all reportable segments based on the purchase price allocation as of the Acquisition Date. When evaluating whether goodwill is impaired, the Company compares the fair value of the segment to its carrying amount, including goodwill. The Company estimated fair value based upon the net present value of future cash flows. Future cash flows were estimated based upon a probability weighted approach that represented differing operating and economic assumptions for high, medium and low growth environments. Significant assumptions were revenue growth rates, operating costs, maintenance costs and a terminal value calculation. The assumptions are based on risk-adjusted growth rates and discount factors accommodating conservative viewpoints that consider the full range of variability contemplated in the current and potential future economic situations. The Company also assessed market-based multiples of other market-participant companies, further corroborating that the Company's discounted cash flow models reflect fair value assumptions appropriately aligned with market-participant valuation multiples. Because the segments' estimated fair value exceeds the corresponding carrying value, no impairment of goodwill exists. If a segment's carrying amount exceeds its fair value, then the amount of impairment loss would be calculated by comparing the implied fair value of goodwill to the segment's carrying amount. The excess of the fair value of the segment over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. There were no impairment charges recorded in 2008 or 2007. During 2006, an immaterial reduction to goodwill was recorded.

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

Revenue Recognition — Revenues for the consolidated Company include storage and handling revenues, transportation fees, management fees for locations managed on behalf of customers, and revenue from the sale of limestone. Storage and handling revenues are recognized as services are provided. Customers may be charged in advance for storage and outbound handling. Storage revenue is initially deferred and recognized ratably over the storage period. Outbound handling revenue recognition is deferred until the service is provided. Transportation fees and expenses are recognized upon delivery of product to customers. Management fees and related cost reimbursements are recognized as revenue as the management services are performed and the costs are incurred. Costs related to managed facilities and transportations are included in costs of operations. Revenues from the sale of limestone are recognized upon delivery to customers.

Income Taxes — The Company operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT that distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and that meets certain other conditions will not be taxed on that portion of its taxable income that is distributed to its shareholders. Along with dividends declared in 2008, but not paid until 2009 (Note 8), the Company, for tax purposes, has distributed cash dividends in an amount that it expects will be approximately equal to its taxable income for the year. Through cash dividends, the Company, for tax purposes, has distributed an amount approximately equal to its taxable income in 2007 and 2006. Thus, no provision for income taxes was made for the years ended December 31, 2008, 2007 and 2006, except as needed for the Company's TRSs.

The Company has elected to treat its wholly owned subsidiaries that own AmeriCold and QuarryCo as TRSs. A TRS is subject to income tax at regular corporate tax rates. Thus, income taxes for the Company's TRSs are accounted for using the asset and liability method, under which deferred income taxes are recognized for (i) temporary differences between the financial reporting and tax bases of assets and liabilities and (ii) operating loss and tax credit carry-forwards based on enacted tax rates expected to be in effect when such amounts are realized or settled. Deferred tax assets are recognized only to the extent that it is more likely than not they will be realized based on consideration of available evidence, including tax planning strategies.

Recently Issued Accounting Standards — In September 2006, the Financial Accounting Standards Board (FASB) issued new accounting guidance on using fair value to measure assets and liabilities. This new guidance clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability. This new guidance establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data. This guidance applies whenever other accounting guidance requires assets or liabilities to be measured at fair value, but does not require any new fair value measurements. The Company has adopted this guidance for 2008 as it relates to financial assets and liabilities. The new disclosures required by this guidance are included in Note 11.

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

In February 2008, the FASB issued guidance which partially defers the effective date of the new accounting guidance on using fair value to measure assets and liabilities for one year for certain nonfinancial assets and liabilities and removes certain leasing transactions from its scope. Based on this deferral, the Company was required to apply the new guidance on measuring fair value applicable to nonfinancial assets and liabilities beginning January 1, 2009. The adoption did not result in a material impact on results of operations or financial condition.

In February 2007, the FASB issued new accounting guidance that permits entities to choose to measure financial assets and liabilities, with certain exceptions, at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This guidance is effective for the Company in fiscal years beginning after November 15, 2007. The Company did not adopt the fair value option permitted under this guidance.

In December 2007, the FASB issued new accounting guidance on business combinations. This guidance establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. This guidance also requires immediate expense recognition of transaction costs. This guidance also broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations and stipulates that acquisition-related costs be expensed rather than included as part of the basis of the acquisition. This guidance is effective for the Company in the fiscal year beginning January 1, 2009, and is applied prospectively to business combinations originating on or after that date. The Company does not expect adoption of this guidance to have a material impact on results of operations or financial condition. This statement will have an impact on accounting for any future business combinations.

In December 2007, the FASB issued new accounting guidance on non-controlling interests in consolidated financial statements which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This guidance also calls for consistency in the manner of reporting changes in the parent's ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a deconsolidation. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. There was no impact to the Company resulting from implementing of the new guidance.

On August 31, 2006, the Company entered into a definitive agreement to acquire from Con-Agra, equipment and four refrigerated warehouse facilities and the lease on a fifth facility, with an option to purchase. The aggregate purchase price was approximately $188,000,000, consisting of $151,000,000 in cash to Con-Agra and $37,000,000 representing the recording of a capital lease

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

obligation for the leased facility. During the fourth quarter of 2006, the Company completed the acquisition of two of these facilities and assumed the leasehold on the leased facility. The acquisition of the remaining two facilities was completed in January 2007 and July 2007, respectively.

In October 2007, the Company sold a warehouse and received proceeds of $1,559,000, recognizing a gain on the sale of $1,161,000.

In January 2006, the Company sold a warehouse as part of a government condemnation and received proceeds of $5,100,000, recognizing a gain on the sale of $2,098,000. In connection with the sale, the Company paid the remaining mortgage balance of $1,812,000 with the proceeds. The gain on sale was treated as an involuntary conversion and, therefore, was a nontaxable transaction under general tax laws since the proceeds have since been used to purchase similar property.

In fourth quarter of 2008, the Company implemented a cost reduction plan. As a result, the Company recognized restructuring charges of approximately $1,810,000 during the fourth quarter of 2008, related to severance associated with warehouse consolidation, streamlined processes, and overall process reengineering recognized at the corporate level. The Company believes that the plan will be substantially complete in 2009. At December 31, 2008, the Company had $1,177,000 of restructuring reserves within the accounts payable and accrued expenses line item in the consolidated balance sheet.

Restructuring costs are included as a component of general and administrative costs on the consolidated statements of income and are primarily related to the warehouse segment.

Our amortized intangible assets and liabilities included the following as of December 31, 2008 and December 31, 2007, (amounts in thousands):

The following table describes the estimated net amortization of such intangible assets and liabilities for the next five years and thereafter. In addition, the table describes the net impact on

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

lease expenses due to the amortization of above and below market leases for the next five years and thereafter (amounts in thousands):

Accounts payable and accrued expenses at December 31, 2008 and 2007, are summarized as follows (amounts in thousands):

On December 24, 2008, the Company declared a $0.44 cash dividend per share of each authorized and outstanding common share, payable to the holders of record at the close of business on December 24, 2008, to be paid in January 2009. As of December 31, 2008, the Company accrued $63,000 for dividends on the Series A Preferred shares and $17,435,000 for dividends on the common shares. The accrued dividends were paid in January 2009.

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

The Company's outstanding borrowings under its credit agreements at December 31, 2008 and 2007, are summarized as follows (dollar amounts in thousands):

The Company had a $30,000,000 revolving credit facility, which originated in 2005, and matured in October 2008. This facility bore interest at prime or LIBOR plus 1.75% and included an unused facility fee of 0.25%. The amounts drawn under this facility were collateralized by the Company's transportation and managed contracts receivables and unencumbered property, plant, and equipment. The facility provided for letters of credit up to $30,000,000, which required a fee of 1.5%.

On October 10, 2008, the Company entered into a new five-year revolving credit facility ("2008 Facility"), replacing the existing credit facility. The 2008 Facility provides for borrowings of up to $50,000,000, including a $40,000,000 sub-limit for letters of credit, subject to a borrowing base, excess liquidity calculation, interest coverage ratio, and covenants, and is secured by accounts receivable attributable to our managed and transportation businesses and by three of our warehouse facilities (a fourth warehouse facility is subject to a negative pledge). The interest rate for both borrowings and outstanding letters of credit (Note 16) is based upon the total outstanding

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

usage of the facility and is summarized below. Additionally, the facility includes an unused facility fee of 0.25% and a LC fronting fee of 0.25%.

On December 12, 2006, the Company entered into an interest-only financing in an aggregate principal amount of $1,050,000,000. The debt is in five separate tranches, with each tranche having its own borrowers to the debt. Each tranche has their own warehouse facilities which are pledged to secure the individual tranches' debt. The tranches mature separately in seven, nine, or ten years from the origination date. The interest rates on the tranches are fixed and range between 5.40% and 5.55%. The proceeds were mainly used to repay previous debt outstanding. There are a total of 50 warehouse facilities which secure the five tranches. The total net aggregate carrying value of these 50 warehouse facilities at December 31, 2008, is approximately $750,697,000. If the borrowers of an individual tranche do not maintain certain financial thresholds, including a debt coverage ratio and underwritable cash flow calculation, the cash generated by that tranche will be temporarily restricted and limited to the use for scheduled debt service and operating costs of that tranche. The tranches are not cross-collateralized or cross-defaulted.

The Company's revolving credit facility and mortgage notes require financial statement reporting, periodic requirements to report compliance with established thresholds and performance measurements and affirmative and negative covenants that govern allowable business practices of the Company. The affirmative and negative covenants include continuation of insurance, maintenance of collateral or ability of the Company to enter into certain types of transactions or exposures in the normal course of business. The revolving credit facility requires compliance with other financial covenants including a borrowing base calculation and interest coverage ratio. The mortgage notes also require compliance with other financial covenants including a debt coverage ratio and underwritable cash flow calculation. The Company is in compliance with all financial covenants for the years ended December 31, 2008, 2007 and 2006.

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

The aggregate maturities of the Company's mortgage notes for each of the next five years and thereafter at December 31, 2008, are as follows (amounts in thousands):

The Company has entered into capital and operating lease agreements for equipment and warehouse facilities. The lease terms generally range from 5 to 20 years with renewal or purchase options.

In 1996, the Company entered into a sale-leaseback agreement for one warehouse facility. The transaction was accounted for as a financing and resulted in no gain. The current lease term runs until April 2011 with two subsequent five-year renewals. The minimum annual lease payments are included in the schedule of future minimum lease payments under capital leases below. The building was capitalized at the present value of the minimum lease payments.

As of December 31, 2008, future minimum lease payments under capital leases are as follows (amounts in thousands):

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

As of December 31, 2008, future minimum lease payments under operating leases are as follows (amounts in thousands):

Rent expense for the periods of January 1, 2008 through March 31, 2008, and April 1, 2008 through December 31, 2008, for operating leases was $2,867,000 and $8,083,000, respectively. Rent expense for operating leases for the years ended December 31, 2007 and 2006, was $13,012,000 and 12,686,000, respectively.

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term maturities of the instruments. The carrying amount of the mortgage notes were $1,036,760,000 and $1,055,746,000 at December 31, 2008 and 2007, respectively. Carrying amounts are net of $18,935,000 and $0 of unamortized debt discount at December 31, 2008 and 2007, respectively. The fair value of mortgage notes approximates $1,165,104,000 and $1,053,000,000 at December 31, 2008 and 2007, respectively. The mortgage notes are reported as liabilities on the consolidated balance sheets. The fair value of the mortgages notes is estimated by discounting the fixed future cash flows using the current market rates available to the Company.

As discussed in Note 2, effective January 1, 2008, the Company adopted the new accounting guidance on fair value measurements as it relates to financial assets and liabilities that are being measured and reported at fair value on a recurring basis. Although the adoption of this guidance did not materially impact the financial condition, results of operations, or cash flows, the Company is now required to provide additional disclosures as part of its financial statements. In accordance with the guidance, the Company deferred adoption of as it relates to nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.

This guidance defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America, and expands disclosure about fair value measurements. This statement is intended to enable the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that assets and liabilities carried at fair value be classified and

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

disclosed in a three-tier fair value hierarchy. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data.

The Company's financial assets and liabilities recorded at fair value on a recurring basis include certain investments included in cash equivalent money market funds and restricted assets. The Company's cash equivalent money market funds and restricted assets are valued at quoted market prices in active markets for identical assets, which the Company receives from the financial institutions that hold such investments on its behalf.

The Company's financial instruments that are carried at fair value as of December 31, 2008 are as follows (amounts in thousands):

Basic earnings per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares outstanding during the period. Diluted earnings per common share are computed using the weighted-average number of shares outstanding during the period. For periods in which we record a net loss, we calculate net loss per common share as the net loss during the period divided by the weighted average number of common shares outstanding during the period. There was no potentially issuable common stock

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

outstanding during any periods presented (amounts in thousands, except share and per share information).

During December 2008, the Company approved an Equity Incentive Plan, whereby it may issue either stock options or stock appreciation rights based upon a reserved pool of 2,800,014 common shares. Under this plan, the Company awarded a total of 1,187,880 stock options on December 15, 2008. No stock options were exercised or vested as of December 31, 2008.

The Company has applied current accounting guidance regarding share-based payment for this share-based compensation plan.

The weighted-average grant date fair value per share for options granted during 2008 was $9.46. The exercise price for all options granted was $11.32.

The Company's calculations of the fair value of stock options granted during the year ended December 31, 2008, was made using the Black-Scholes option-pricing model. The fair value of the Company's stock option grants was estimated assuming the following assumptions for the year ended December 31, 2008, were as follows:

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

Expected life is calculated based on the "Plain Vanilla" option under Staff Accounting Bulletin ("SAB") No. 107 and SAB No. 110. Risk-free interest rate is based on the U.S. Treasury yield curve for the period of the expected life of the stock option. Expected volatility is calculated using an index of publicly traded peer companies over a history of 6.28 years from the grant date.

All share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized on a straight-line basis as expense over the employee's requisite service period.

A summary of option activity under the Plan as of December 31, 2008, and changes during the year then ended is presented below:

Stock-based compensation expense recognized during the period of April 1, 2008 through December 31, 2008 was $15,000. The Company records stock-based compensation expense in general and administrative expenses in the consolidated statements of income. The total unrecognized compensation cost at December 31, 2008, related to unvested stock options, was $981,000 and that future expense will be recognized over the remaining vesting period of the stock option, which currently extends to 2013. The weighted-average remaining vesting period of those awards is 4.5 years.

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

The provision (benefit) for income taxes the periods of January 1, 2008 through March 31, 2008, April 1, 2008 through December 31, 2008, and the years ended December 31, 2007 and 2006, consisted of the following (amounts in thousands):

Income tax expense attributable to earnings before income taxes differs from the amounts computed by applying the U.S. statutory federal income tax rate to earnings before income taxes as follows:

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of December 31, 2008 and 2007, are as follows (amounts in thousands):

On January 1, 2007, the Company adopted the provisions of the new accounting guidance on accounting for uncertainty in income taxes. This guidance clarified the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with accounting guidance on income taxes and prescribes a recognition threshold of more likely than not to be sustained upon examination. As a result of the implementation of this guidance, the Company recognized a $386,000 increase in the liability for unrecognized tax benefits, which was accounted for as a cumulative effect adjustment and recognized as a reduction in retained earnings as of January 1, 2007 in the consolidated balance sheets. The Company's policy to include interest and penalties related to unrecognized tax benefits within the provision for income taxes did not change as a result of adopting this guidance. The unrecognized tax benefits are included in accounts payable and accrued expenses in the consolidated balance sheets.

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

The following table summarizes the activity related to our gross unrecognized tax benefits from January 1, 2007 to December 31, 2008 (amounts in thousands):

Current year tax positions increased $1,973,000 due to a Successor change in position related to certain intercompany loans.

In the normal course of business, the Company's tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities and the Company has accrued a liability when it believes it is more likely than not that the tax position claimed on tax returns will not be sustained by the taxing authorities on the technical merits of the position. During 2007, the Internal Revenue Service began an examination of one of ART AL's income tax return. The examination concluded during 2008, resulting in no adjustments to the tax return. The Company has substantially concluded all U.S. federal and state income tax matters for calendar years through 2005 and does not expect any changes in unrecognized tax benefits over the next 12 months to have a significant impact on the consolidated results of operations or the financial position of the Company. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the Company's consolidated financial position, but could possibly be material to the Company's consolidated results of operations or cash flow in a given quarter or annual period.

Defined Benefit Pension and Postretirement Plans — The Company has defined benefit pension plans that cover certain nonunion employees and participates in union defined benefit pension plans under collective bargaining agreements for certain union employees. Benefits under these plans are based on years of credited service and compensation during the years preceding retirement or on years of credited service and established monthly benefit levels. The Company also has a postretirement plan that provides life insurance coverage to eligible retired employees

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

collectively with the defined benefit plans (the "Plans"). The Company froze benefit accruals for the Plans for nonunion employees effective April 1, 2005, and these employees no longer earn additional pension benefits.

To develop the assumption for the long-term rate of return on assets, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the Plans' assets and the effect of periodic rebalancing, consistent with the Plans' investment strategies. The Company assumed a long-term rate of return of 8%. The Plans are invested to maximize the return on the Plans' assets while minimizing risk by diversifying across a broad range of asset classes.

As a result of the March 31, 2008 acquisition of the Company, purchase accounting was applied, which resulted in the recognition of $116,000 of net previously unrecognized pension items.

The allocations of the Plans' investments by fair value at December 31, 2008 and 2007 are as follows:

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

The Company uses a December 31 measurement date for the Plans. Actuarial information regarding the defined benefit pension plans and postretirement benefits other than pensions is as follows (amounts in thousands):

		December 31, 2008

		Pension Benefits
		Retirement Income Plan			National Service Related Pension Plan			Other Postretirement Benefits
Change in benefit obligation:
	Benefit obligation — January 1, 2008	$	(47,419	)	$	(15,590	)	$	(817	)
	Service cost		(58	)		(405	)		—
	Interest cost		(2,701	)		(917	)		(35	)
	Actuarial (loss) gain		(662	)		(836	)		122
	Settlements		3,349			—			—
	Benefits paid		1,562			534			5

Benefit obligation — end of year		$	(45,929	)	$	(17,214	)	$	(725	)

Change in plan assets:
	Fair value of plan assets — January 1, 2008		49,735			13,874			—
	Actual return on plan assets		(13,871	)		(4,243	)		—
	Employer contributions		—			974			5
	Benefits and settlements paid		(4,911	)		(534	)		(5	)

Fair value of plan assets — end of year			30,953			10,071			—

Funded status		$	(14,976	)	$	(7,143	)	$	(725	)

Amounts recognized in the consolidated balance sheet as of December 31, 2008:
	Pension and post-retirement benefits	$	(14,976	)	$	(7,143	)	$	(725	)
	Accumulated other comprehensive loss (gain)		17,185			6,270			(122	)
Amounts included in accumulated other comprehensive income consist of:
	Net loss (gain)	$	17,185		$	6,270		$	(122	)
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss:
	Net loss (gain)	$	18,256		$	7,105		$	(122	)
	Prior service cost		—			(470	)		—
	Amortization of net (loss) gain		(17	)		72			—
	Recognized settlement loss		(1,254	)		(40	)		—

Total recognized in other comprehensive loss (income)		$	16,985		$	6,667		$	(122	)

Information for plans with an accumulated benefit obligation in excess of plan assets:
	Projected benefit obligation	$	45,929		$	17,215		$	725

	Accumulated benefit obligation	$	45,769		$	17,215		$	725

	Fair value of plan assets	$	30,953		$	10,071		$	—

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

			December 31, 2007 Predecessor

			Pension Benefits
			Retirement Income Plan			National Service Related Pension Plan			Other Postretirement Benefits
Change in benefit obligation:
	Benefit obligation — January 1, 2007		$	(49,305	)	$	(15,764	)	$	(838	)
	Service cost			(77	)		(386	)
	Interest cost			(2,717	)		(899	)		(46	)
	Actuarial (loss) gain			(918	)		1,403			20
	Settlements			3,983
	Curtailment			88
	Plan amendment						(510	)
	Benefits paid			1,527			566			47

Benefit obligation — end of year			$	(47,419	)	$	(15,590	)	$	(817	)

Change in plan assets:
	Fair value of plan assets — January 1, 2007		$	50,314		$	12,192		$	—
	Actual return on plan assets			4,482			1,108
	Employer contributions			449			1,140			47
	Benefits and settlements paid			(5,510	)		(566	)		(47	)

Fair value of plan assets — end of year			$	49,735		$	13,874		$	—

Funded status			$	2,316		$	(1,716	)	$	(817	)

Amounts recognized in the consolidated balance sheet as of December 31, 2007:
	Other assets		$	2,316		$	—		$	—
	Pension and post-retirement benefits						(1,716	)		(817	)
	Accumulated other comprehensive loss (gain)			200			(397	)		81
Amounts included in accumulated other comprehensive income consist of:
	Net loss (gain)		$	200		$	(907	)	$	81
	Prior service cost — plan amendment						510

		Total included in accumulated other comprehensive income	$	200		$	(397	)	$	81

Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss:
	Net loss (gain)		$	555		$	(1,451	)	$	(20	)
	Prior service cost						510
	Amortization of net gain (loss)			22			(47	)		(2	)
	Recognized settlement loss			(112	)

		Total recognized in other comprehensive loss (income)	$	465		$	(988	)	$	(22	)

Information for plans with an accumulated benefit obligation in excess of plan assets:
	Projected benefit obligation		$	47,419		$	15,590		$	817

	Accumulated benefit obligation		$	47,220		$	15,590		$	817

	Fair value of plan assets		$	49,735		$	13,874		$	—

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

The estimated net loss, transition obligation, and prior service cost for the defined benefit plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2009 is $2,018,000, $0, and $0, respectively.

The estimated net loss, transition obligation, and prior service cost for the other postretirement benefit plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2009 is $6,000, $0, and $0, respectively.

Cash Flow — The Company expects to contribute $726,000 to the Plans in 2009.

Estimated Future Benefit Payments — The following benefit payments, which reflect expected future services, as appropriate, at December 31, 2008, are expected to be paid for all plans (amounts in thousands):

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

Multi-Employer Plans — The Company contributes to defined benefit multi-employer plans that cover substantially all union employees. The amount charged to expense in the consolidated financial statements for the periods of January 1, 2008 through March 31, 2008, April 1, 2008 through December 31, 2008, and the years ended December 31, 2007 and 2006, was approximately $447,000, $1,558,000, $1,760,000, and $1,686,000, respectively.

Defined Contribution Plan — The Company has a defined contribution employee benefit plan, which covers all eligible employees. The plan also allows contributions by plan participants in accordance with Section 401(k) of the Internal Revenue Code. The Company matches a percentage of each employee's contributions consistent with the provisions of the plan. The amount charged to expense in the consolidated financial statements for the periods of January 1, 2008 through March 31, 2008, April 1, 2008 through December 31, 2008, and the years ended December 31, 2007 and 2006, was approximately $550,000, $1,596,000, $1,959,000, and $2,040,000, respectively.

Deferred Compensation — The Company has deferred compensation and supplemental retirement plan agreements with certain of its executives. The agreements provide for certain benefits at retirement or disability and also provide for survivor benefits in the event of death of the employee. The amount charged to expense in the consolidated financial statements for the periods of January 1, 2008 through March 31, 2008, April 1, 2008 through December 31, 2008, and the years ended December 31, 2007 and 2006, was approximately $136,000, $264,000, $509,000, and $543,000, respectively.

The Company has deferred compensation and supplemental retirement plan agreements with certain of its former executives under a previous plan. The agreements provide for certain benefits at retirement or disability and also provide for survivor benefits in the event of death of the participant. The amount charged to expense in the consolidated financial statements for the periods of January 1, 2008 through March 31, 2008, April 1, 2008 through December 31, 2008, and the years ended December 31, 2007 and 2006, was approximately $30,000, $87,000, $91,000, and $140,000, respectively.

The Company is from time to time involved in legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such matters will not have a material impact on the Company's financial condition, results of operations, or cash flows. The Company had outstanding letters of credit for certain self-insured liabilities totaling $17,329,000 and $19,086,000 at December 31, 2008 and 2007, respectively. The fee related to these letters of credit average approximately 2.5% and 1.5% annually of the issued amount for the years ended December 31, 2008 and 2007, respectively. These letters of credit are either issued under a revolving credit facility or secured by restricted cash.

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. Accruals for environmental liabilities are stated at undiscounted amounts. Environmental liabilities are included in our consolidated balance sheets in accounts payable and accrued expenses which totaled $2,808,000 and $2,694,000 as of December 31, 2008 and 2007, respectively. Accruals for environmental liabilities are stated at undiscounted amounts.

We incur activity in accumulated other comprehensive income ("AOCI") for unrealized holding gains and losses on available-for-sale securities, foreign currency translation adjustments, and minimum pension liability adjustments. The activity in AOCI is as follows (amounts in thousands):

		April 1, 2008 to December 31, 2008			January 1, 2008 to March 31, 2008			2007			2006

		Successor			Predecessor			Predecessor			Predecessor
Adjustment in minimum pension liability:
	Balance at beginning of period	$	116		$	117		$	(428	)	$	(2,697	)
	Transaction and purchase accounting (net of tax effect of $0)		(116	)
	Current period change (net of tax effect of $(8,866), $0, $0, and $0)		(14,465	)		(1	)		545			2,269

	Balance at end of period		(14,465	)		116			117			(428	)

Foreign currency translation gain (loss):
	Balance at beginning of period		449			545			—			—
	Transaction and purchase accounting (net of tax effect of $0)		(449	)
	Current period change (net of tax effect of $0)		(624	)		(96	)		545			—

	Balance at end of period		(624	)		449			545			—

Unrealized gain (loss) on available-for-sale securities, net of tax:
	Balance at beginning of period		34			88			76			—
	Transaction and purchase accounting (net of tax effect of $0)		(34	)
	Current period change (net of tax effect of $0)		(13	)		(54	)		12			76

	Balance at end of period		(13	)		34			88			76

Accumulated other comprehensive loss		$	(15,102	)	$	599		$	750		$	(352	)

The Company reports its operations in three segments: Warehouse, Transportation, and Warehouse Management. Other represents all other operations which do not meet the quantitative thresholds for separate reporting. Warehouse operations include the Company's storage and handling operations throughout North America. Transportation operations include the Company's comprehensive transportation management services. Warehouse management operations include the Company's operation and management of customer owned facilities. The Company's reportable

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

segments are strategic business units separated by product and service offerings. Each reportable segment is managed separately and requires different operational and marketing strategies. The Company's chief operating decision maker uses revenue and earnings before interest expense, tax, depreciation, and amortization ("EBITDA") to evaluate segment performance. Corporate general and administrative expenses are not allocated to segments, as the chief operating decision maker does not use them to evaluate segment performance.

The following table sets forth the revenues and EBITDA of the Company's reportable segments along with a reconciliation of EBITDA to net loss for the periods January 1, 2008 through March 31, 2008 and April 1, 2008 through December 31, 2008 and the years ended December 31, 2007 and 2006 (amounts in thousands):

		April 1, 2008 through December 31, 2008			January 1, 2008 through March 31, 2008			2007			2006

		Successor			Predecessor			Predecessor			Predecessor
Revenue
	Warehouse	$	390,850		$	127,531		$	526,230		$	480,931
	Transportation		195,046			65,259			233,345			198,563
	Warehouse management		60,984			20,475			78,023			89,023
	Other		7,100			2,367			9,428			9,939

Total revenue		$	653,980		$	215,632		$	847,026		$	778,456

EBITDA
	Warehouse	$	131,118		$	38,447		$	152,534		$	151,927
	Transportation		9,721			2,301			8,845			6,135
	Warehouse management		5,377			1,874			7,063			7,645
	Other		2,590			1,111			4,304			4,747
	Unallocated corporate costs		(36,595	)		(11,344	)		(40,563	)		(38,449	)

Total EBITDA			112,211			32,389			132,183			132,005

Depreciation, depletion, and amortization			(68,993	)		(20,998	)		(83,651	)		(73,025	)
Interest and debt expense			(49,361	)		(16,122	)		(65,168	)		(81,890	)
Income tax (expense) benefit			(796	)		79			(775	)		(1,835	)

Net loss		$	(6,939	)	$	(4,652	)	$	(17,411	)	$	(24,745	)

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

The following table is a reconciliation of the Company's total assets for reportable segments to the reported "Total Assets" as of December 31, 2008 and 2007 (amounts in thousands).

Major Customers — For the period of January 1, 2008 through March 31, 2008, two customers accounted for more than 10% of total revenues each and approximately $62 million of total revenues combined. For the period of April 1, 2008 through December 31, 2008, two customers accounted for more than 10% of total revenues each and approximately $178 million of total revenues combined. For the year ended December 31, 2007, two customers accounted for more than 10% of total revenues each and approximately $251 million of total revenues combined. For the year ended December 31, 2006, two customers accounted for more than 10% of total revenues each and approximately $195 million of total revenues combined. These two customers generated revenues in our warehouse, transportation and warehouse management segments. No other customer accounted for more than 10% of total revenues for years 2008, 2007 or 2006.

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

Geographic Information — The following tables provide geographic information for the Company's revenues and assets (amounts in thousands).

AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE PERIODS JANUARY 1, 2008 THROUGH MARCH 31, 2008, APRIL 1, 2008 THROUGH DECEMBER 31, 2008, AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006

Unaudited quarterly financial information for fiscal years 2008 and 2007 is as follows (amounts in thousands, except per share amounts.)

In January 2009, the Company issued 125 Series A Cumulative Non-Voting Preferred Shares of beneficial interest, par value $0.01 per share ("Series A Preferred Shares") for proceeds of $125,000. Concurrent with the issuance, the Company redeemed for $632,000 any and all issued and outstanding preferred shares of beneficial interest, such that following the issuance of the Series A Preferred Shares, the Series A Preferred Shares are the only outstanding preferred shares of beneficial interest.

On December 10, 2009, the Company issued Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P., warrants to purchase 6,398,648 and 4,215,420, respectively, additional common shares at an exercise price of $17.17 per share, which are exercisable at any time by the funds through December 2016.

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through December 11, 2009, the date the financial statements were issued.

AMERICOLD REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2009

(UNAUDITED)

(Amounts in thousands, except share amounts)

			September 30, 2009

ASSETS
PROPERTY, PLANT, AND EQUIPMENT:
	Land		$	195,331
	Buildings and improvements			889,303
	Machinery and equipment			239,754

				1,324,388
	Accumulated depreciation and depletion			(129,454	)

		Property, plant, and equipment — net		1,194,934

CAPITALIZED LEASES:
	Building and improvements			38,620
	Machinery and equipment			20,719

				59,339
	Accumulated depreciation			(8,716	)

		Capitalized leases — net		50,623

CASH AND CASH EQUIVALENTS				77,678
RESTRICTED CASH				4,497
ACCOUNTS RECEIVABLE — Net of allowance for doubtful accounts of $2,078				76,815
LEASEHOLD INTERESTS — Below market leases				7,957
IDENTIFIABLE INTANGIBLE ASSETS — Net				43,993
DEFERRED FINANCING COSTS — Net				1,779
GOODWILL				124,700
OTHER ASSETS				13,749

TOTAL			$	1,596,725

			September 30, 2009

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
	Borrowings under revolving line of credit		$	4
	Accounts payable and accrued expenses			80,773
	Mortgage notes — net of debt discount of $17,441 at September 30, 2009			1,032,560
	Sale-leaseback financing obligation			5,695
	Capitalized lease obligations			53,930
	Leasehold interests — above market leases			2,710
	Unearned revenue			12,762
	Pension and postretirement benefits			24,594
	Deferred tax liability — net			7,910

		Total liabilities		1,220,938

COMMITMENTS AND CONTINGENCIES (Note 9)
SHAREHOLDERS' EQUITY:
	Preferred shares of beneficial interest, $0.01 par value — authorized 1,000 Series A Cumulaive Non-Voting Preferred shares; liquidation preference $1,000 per share — issued and outstanding 125 shares at September 30, 2009
	Common shares of beneficial interest, $0.01 par value — authorized shares — 100,000,000 shares; issued and outstanding 39,624,440 shares at September 30, 2009			396
	Paid-in capital			504,885
	Accumulated deficit			(114,762	)
	Accumulated other comprehensive loss			(14,732	)

		Total shareholders' equity		375,787

TOTAL			$	1,596,725

AMERICOLD REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF
JANUARY 1, 2008 THROUGH
MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

(Amounts in thousands, except share and per share data)

			Nine Months Ended September 30 2009 Successor (unaudited)			For the period April 1 to September 30 2008 Successor (unaudited)			For the period January 1 to March 31 2008 Predecessor

REVENUES:
	Rent and storage revenue		$	185,051		$	129,938		$	63,773
	Warehouse services			178,397			124,709			63,758
	Transportation and warehouse management services			210,846			173,263			85,734
	Other revenues			6,716			5,002			2,367

		Total revenues		581,010			432,912			215,632
OPERATING EXPENSES:
	Cost of operations (excluding items shown below)			432,565			334,260			168,051
	Rent			6,703			4,482			2,224
	Cost of operations related to other revenue			4,858			3,906			1,623
	Depreciation, depletion, and amortization			72,124			45,521			20,998
	General and administrative (Note 3)			43,589			23,902			11,628

		Total operating expenses		559,839			412,071			204,524

OPERATING INCOME				21,171			20,841			11,108
OTHER (EXPENSE) INCOME:
	Interest and debt expense			(49,050	)		(32,848	)		(16,122	)
	Interest income			126			490			275
	Other income — net			413			16			8

LOSS BEFORE INCOME TAX				(27,340	)		(11,501	)		(4,731	)
INCOME TAX (EXPENSE) BENEFIT				2,785			(170	)		79

NET LOSS			$	(24,555	)	$	(11,671	)	$	(4,652	)

LESS PREFERRED SHARE DIVIDENDS				12			—			63

NET LOSS ATTRIBUTABLE TO COMMON SHARES			$	(24,567	)	$	(11,671	)	$	(4,715	)

NET LOSS PER COMMON SHARE
	Basic		$	(0.62	)	$	(0.29	)	$	(0.12	)

	Diluted		$	(0.62	)	$	(0.29	)	$	(0.12	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
	Basic			39,624,440			39,624,440			40,000,000

	Diluted			39,624,440			39,624,440			40,000,000

AMERICOLD REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND
FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND
APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

(Amounts in thousands)

					Nine Months Ended September 30 2009 Successor			For the period April 1 to September 30 2008 Successor			For the period January 1 to March 31 2008 Predecessor

					(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(24,555	)	$	(11,671	)		(4,652	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Depreciation, depletion, and amortization				72,124			45,521			20,998
		Amortization of deferred financing costs and debt discount				1,803			1,021			208
		Amortization of above/below market leases				(226	)		(151	)		—
		Compensation expense for options				385			—			—
		Gain on sale of property				74			—			—
		Provision for doubtful accounts receivable				588			901			621
		Changes in operating assets and liabilities — net of changes related to acquisitions:
			Accounts receivable			6,529			2,577			2,192
			Accounts payable and accrued expenses			618			(8,675	)		7,326
			Other			5,141			1,913			(5,092	)

				Net cash provided by operating activities		62,481			31,436			21,601

CASH FLOWS FROM INVESTING ACTIVITIES:
	Restricted cash outflows					34,758			—			394
	Restricted cash inflows					(35,847	)		(8	)		(7	)
	Acquisition related costs					(40	)		(19,395	)
	Proceeds from the sale of property, plant, and equipment					818			332			—
	Additions to property, plant, and equipment					(26,740	)		(10,915	)		(3,724	)

				Net cash used in investing activities		(27,051	)		(29,986	)		(3,337	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Dividends paid and redemption of beneficial interest — preferred					(75	)		—			(63	)
	Dividends paid and redemption of beneficial interest — common					(17,435	)		—			(6,000	)
	Proceeds from mortgage financing — net of debt issuance costs					—			(100	)		—
	Net borrowings on revolving line of credit-net of debt issuance cost					(63	)		36			(26	)
	Repayment of capital lease obligations					(6,300	)		(4,160	)		(1,932	)
	Repayment of mortgages payable					—			(50	)		—
	Capital contribution					—			18,080			—
	Common stock redemption					—			(4,000	)		—
	Preferred stock redemption					(636	)		—			—
	Preferred stock issuance-net of issuance costs					35			—			—

				Net cash (used in) provided by financing activities		(24,474	)		9,806			(8,021	)

NET INCREASE IN CASH AND CASH EQUIVALENTS						10,956			11,256			10,243
CASH AND CASH EQUIVALENTS:
	Beginning of period					66,722			33,280			23,037

	End of period				$	77,678		$	44,536		$	33,280

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Acquisition of fixed assets under capital leases				$	1,840		$	2,015		$	489

	Interest paid				$	47,290		$	31,880		$	15,818

	Income taxes (refunded) / paid — net of refunds and payments				$	(3,618	)	$	1,767		$	1,994

	Acquisition of property, plant, and equipment on account				$	826		$	225		$	394

AMERICOLD REALTY TRUST AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

As of December 31, 2007, Vornado Realty Trust ("VNO") owned 47.6%, Crescent ART Holdings ("CAH") (an affiliate of Morgan Stanley Real Estate) owned 31.7%, and three affiliates of The Yucaipa Companies ("Yucaipa") owned 20.7% of the Company's common stock. On March 31, 2008 ("Acquisition Date"), two of the existing affiliates of Yucaipa, along with two additional affiliates of Yucaipa acquired the remaining 79.3% of the Company's common stock from VNO and CAH.

AmeriCold Logistics, LLC ("AmeriCold") is a wholly owned subsidiary of ART AL and Vornado Crescent Carthage and KC Quarry LLC ("QuarryCo") is a wholly owned subsidiary of ART Quarry.

AmeriCold operates 103 facilities, of which 89 are wholly owned or leased, 14 are managed for outside owners. QuarryCo owns and operates limestone quarries.

AmeriCold provides supply chain management solutions to food manufacturers and retailers who require multi temperature storage, handling, and distribution capability for their products. Service offerings include comprehensive transportation management, supply chain network modeling and optimization, consulting and grocery retail-based distribution strategies, such as multivendor consolidation, direct-store delivery, and seasonal product distribution. AmeriCold's technology provides food manufacturers with real-time detailed inventory information via the Internet. In addition, AmeriCold manages facilities owned by its customers for which it earns fixed and incentive fees.

Basis of Presentation — As a result of the March 31, 2008 transaction, activity that occurred prior to March 31, 2008 has been reflected as the "Predecessor" and activity that occurred after March 31, 2008 has been reflected as the "Successor". The distinction between Predecessor and Successor relates to the application of purchase accounting in accordance with accounting guidance over business combinations.

AS OF SEPTEMBER 30, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

Pro Forma Financial Information — The following unaudited pro forma results of operations assume that the Acquisition related transactions occurred on January 1, 2008. The unaudited pro forma information is provided for informational purposes only and is not necessarily indicative of what the Company's results of operations would have been if the transactions had occurred on that date, or what the Company's results of operations will be for any future periods (amounts in thousands).

Pro forma adjustments for the nine months ended September 30, 2008 consist of adjustments for the Predecessor period and consist of $1,438,000 in additional depreciation and amortization expense, a $332,000 increase in interest expense, a $28,000 reduction in rent expense and $17,000 income tax benefit.

Interim Financial Information — The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with GAAP. Interim results are not necessarily indicative of results for a full year. The information included herein should be read in conjunction with the Company's audited consolidated financial statements as of December 31, 2008, and related notes.

Identifiable Intangible Assets — Identifiable intangible assets consist of customer relationships, below market leases and trade name assets and above market lease liabilities. The trade name asset has an indefinite life, thus it is not amortized. The carrying amount of trade name was $15,939,000 at September 30, 2009. Customer relationship assets are amortized using straight line method over 20 years from the Acquisition Date which reflects the pattern in which the economic benefits from the customer relationships are expected to be realized. The gross carrying amount of customer relationships was $30,561,000 at September 30, 2009. Customer relationship amortization expense for the nine months ended September 30, 2009, was $1,146,000. The weighted-average life of the customer relationships is 18.50 years as of September 30, 2009. Above and below market leases are amortized on a straight line basis over the remaining lease terms in a manner that adjusts lease expense to the appropriate market rate in effect as of the Acquisition Date (Note 4).

The Company reviews identifiable intangible assets for impairment when circumstances indicate the carrying amount may not be recoverable. During the nine months ended September

AS OF SEPTEMBER 30, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

2009, the Company recorded an impairment charge of $214,000 related to the transportation segment customer relationship intangible. There were no other impairments of identifiable intangible assets in 2009.

Recently Issued Accounting Standards — In December 2007, the FASB issued new accounting guidance on business combinations. This guidance establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. This guidance also requires immediate expense recognition of transaction costs. It also broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations and stipulates that acquisition-related costs be expensed rather than included as part of the basis of the acquisition. Additionally, the FASB also issued a staff position in April 2009, which modified the business combination guidance related to contingent assets and contingent liabilities. This new guidance was effective for the Company, on a prospective basis, on January 1, 2009. The Company expects this guidance to have an impact on the accounting for future business combinations.

In December 2007, the FASB issued new accounting guidance on non-controlling interests in consolidated financial statements which establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. It also calls for consistency in the manner of reporting changes in the parent's ownership interest and requires fair value measurement of any non-controlling equity investment retained in a deconsolidation. It is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company expects this new guidance to have an impact on the accounting for future acquisitions of non-controlling interests.

In December 2008, the FASB issued a staff position that requires enhanced disclosures about the plan assets of the Company's defined benefit pension and other postretirement plans. The enhanced disclosures required by this guidance are intended to provide users of financial statements with a greater understanding of: (1) how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies; (2) the major categories of plan assets; (3) the inputs and valuation techniques used to measure the fair value of plan assets; (4) the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period; and (5) significant

AS OF SEPTEMBER 30, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

concentrations of risk within plan assets. This staff position is effective for the Company for the year ending December 31, 2009.

In May 2009, the FASB issued new accounting guidance on accounting for and disclosing subsequent events that occur after the balance sheet date but prior to the issuance of the financial statements. This guidance requires disclosure of the date through which subsequent events were evaluated and the basis for that date. This guidance sets forth the following: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. It was effective for the Company for the period ending June 30, 2009 and requires prospective application. The disclosures required by this guidance are included in Note 12.

In June 2009, the FASB Accounting Standards Codification (Codification) was issued. The Codification is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for the Company for interim reporting for the period ended September 30, 2009 and had no impact on our consolidated financial statements.

For the nine months ended September 30, 2009, the Company continued and expanded upon the cost reduction plan implemented in 2008. As a result, the Company recognized restructuring charges of approximately $2,737,000, related to severance associated with warehouse consolidation, streamlined processes, and process reengineering recognized at the corporate level. The Company believes that the plan was substantially complete as of September 30, 2009. At September 30, 2009, the Company included $1,078,000 of restructuring reserves within the accounts payable and accrued expenses line item in the consolidated balance sheet. The Company expects the final payments of the restructuring reserves to be made in 2010. The total expense incurred related to the cost reduction plan during 2008 and through the nine months ended September 30, 2009 was $4,547,000.

For the nine months ended September 30, 2009, the Company incurred acquisition related cost of $4,316,000 in connection with the anticipated Versacold acquisition.

Restructuring and acquisition related costs are included as a component of general and administrative costs on the consolidated statements of income and are primarily related to the warehouse segment.

AS OF SEPTEMBER 30, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

The Company's amortized intangible assets and liabilities included the following as of September 30, 2009 (amounts in thousands):

The following table describes the estimated net amortization of such intangible assets and liabilities for the next five years and thereafter. In addition, the table describes the net impact on lease expenses due to the amortization of above and below market rents for the next five years and thereafter (amounts in thousands):

AS OF SEPTEMBER 30, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term maturities of the instruments. The carrying amount of the mortgage notes were $1,038,255,000 at September 30, 2009. Carrying amount is net of $17,441,000 of debt discount at September 30, 2009. The fair value of mortgages notes approximates $1,122,589,510 at September 30, 2009. The mortgage notes are reported as liabilities on the consolidated balance sheet. The fair value of the mortgages notes is estimated by discounting the fixed future cash flows using the current market rates available to the Company.

The Company categorizes assets and liabilities into one of three tiers based upon a fair value hierarchy. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data.

The Company's financial instruments that are carried at fair value as of September 30, 2009, are as follows (amounts in thousands):

The following tables set forth the computation of the Company's basic and diluted earnings per common share for the nine months ended September 30, 2009 and the periods of January 1, 2008 through March 31, 2008 and April 1, 2008 through September 30, 2008. All exercisable options as of September 30, 2009 have been excluded as the exercise price has exceeded the fair value of the Company's common stock for all periods presented. There was no other potentially

AS OF SEPTEMBER 30, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

issuable common stock outstanding during any period presented. (amounts in thousands, except share and per share information):

During December 2008, the Company approved an Equity Incentive Plan, whereby it may issue either stock options or stock appreciation rights based upon a reserved pool of 2,800,014 common shares.

During the nine months ended September 30, 2009, the Company granted 1,558,488 stock options at the weighted-average exercise price of $11.32 per share which generally vest 20% annually over 5 years. The fair value of stock options granted, as determined by the Black-Scholes valuation model, ranged from $2.03 to $4.10 for nine months ended September 30, 2009 using the following assumptions:

Expected life is calculated based on the "Plain Vanilla" option under SAB No. 107 and SAB No. 110. Risk-free interest rate is based on the U.S. Treasury yield curve for the period of the expected life of the stock option. Expected volatility is calculated using an index of publicly traded peer companies over a history of the expected term years from each grant date.

AS OF SEPTEMBER 30, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

A summary of option activity under the Plan for the nine months ended ending September 30, 2009, is presented below:

Stock-based compensation expense recognized during the nine months ended September 30, 2009 was $385,000. The Company records stock-based compensation expense in general and administrative expenses in the unaudited consolidated statements of income. The total unrecognized compensation cost at September 30, 2009, related to unvested stock options, was $3,716,000 and that future expense will be recognized over the remaining vesting period of the stock option, which currently extends to 2014. The weighted-average remaining vesting period of those awards is 4.43 years.

The Company sponsors defined benefit pension plans covering certain nonunion employees and certain union employees under collective bargaining agreements. The Company also has a postretirement plan that provides life insurance coverage to eligible retired employees. The following table summarizes the net periodic benefit costs of the Company's pension plans and postretirement benefits for the nine months ended September 30, 2009 and the periods of

AS OF SEPTEMBER 30, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

January 1, 2008 through March 31, 2008 and April 1, 2008 through September 30, 2008 (amounts in thousands):

Contributions — Contributions to the Company's plans for the nine months ended September 30, 2009, and for the three months ended March 31, 2008, and the period April 1, 2008 through September 30, 2008, were $605,000, $297,000 and $603,000, respectively. The Company's projected contributions for the full year ending December 31, 2009 are $974,000.

AS OF SEPTEMBER 30, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

The Company incurs activity in accumulated other comprehensive income ("AOCI") for unrealized holding gains and losses on available-for-sale securities, foreign currency translation adjustments, and minimum pension liability adjustments. The activity in AOCI for the nine months ended September 30, 2009 and periods January 1, 2008 to March 31, 2008 and April 1, 2008 to September 30, 2008 is as follows (amounts in thousands):

	Nine Months Ended September 30, 2009 Successor			April 1, 2008 to September 30, 2008 Successor			January 1, 2008 to March 31, 2008 Predecessor

Adjustment in minimum pension liability:
Balance at beginning of period	$	(14,465	)	$	116		$	117
Transaction and purchase accounting (net of tax effect of $0)		—			(116	)		—
Current period change (net of tax effect of $0)		—			—			(1	)

Balance at end of period		(14,465	)		—			116

Foreign currency translation gain (loss):
Balance at beginning of period		(624	)		449			545
Transaction and purchase accounting (net of tax effect of $0)		—			(449	)		—
Current period change (net of tax effect of $0)		373			(114	)		(96	)

Balance at end of period		(251	)		(114	)		449

Unrealized gain (loss) on securities available for sale, net of tax:
Balance at beginning of period		(13	)		34			88
Transaction and purchase accounting (net of tax effect of $0)		—			(34	)		—
Current period change (net of tax effect of $0)		(3	)		10			(54	)

Balance at end of period		(16	)		10			34

Accumulated other comprehensive loss	$	(14,732	)	$	(104	)	$	599

AS OF SEPTEMBER 30, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

handling operations throughout North America. Transportation operations include our comprehensive transportation management services. Warehouse management operations include the Company's operation and management of customer owned facilities. The Company's reportable segments are strategic business units separated by product and service offerings. Each reportable segment is managed separately and requires different operational and marketing strategies. The Company's chief operating decision maker uses revenue and earnings before interest expense, tax, depreciation, and amortization ("EBITDA") to evaluate segment performance. Corporate general and administrative expenses are not allocated to segments, as the chief operating decision maker does not use them to evaluate segment performance.

The following table sets forth the revenues and EBITDA of the Company's operating segments along with a reconciliation of EBITDA to net loss for the nine months ended September 30, 2009, the period of April 1, 2008 through September 30, 2008, and the period of January 1, 2008 through March 31, 2008 (amounts in thousands):

		Nine Months Ended September 30, 2009 Successor			April 1, 2008 through September 30, 2008 Successor			January 1, 2008 through March 31, 2008 Predecessor

Revenue
	Warehouse	$	363,448		$	254,647		$	127,531
	Transportation		149,345			131,083			65,259
	Warehouse management		61,501			42,180			20,475
Other			6,716			5,002			2,367

Total revenue		$	581,010		$	432,912		$	215,632

EBITDA
	Warehouse	$	119,749		$	78,666		$	38,447
	Transportation		9,065			6,247			2,301
	Warehouse management		5,390			3,561			1,874
	Other		2,681			1,791			1,111
	Unallocated corporate costs		(43,051	)		(23,397	)		(11,344	)

Total EBITDA			93,834			66,868			32,389

Depreciation, depletion, and amortization			(72,124	)		(45,521	)		(20,998	)
Interest and debt expense			(49,050	)		(32,848	)		(16,122	)
Income tax (expense) benefit			2,785			(170	)		79

Net loss		$	(24,555	)	$	(11,671	)	$	(4,652	)

AS OF SEPTEMBER 30, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FOR THE PERIODS OF JANUARY 1, 2008 THROUGH MARCH 31, 2008 AND APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008

The following table is a summary of the Company's total assets for reportable segments to the reported "Total Assets" as of September 30, 2009 (amounts in thousands).

AMERICOLD REALTY TRUST AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
December 31, 2008
(Amounts in Thousands)

AMERICOLD REALTY TRUST AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2008
(Amounts in thousands)

					Initial Cost to Americold Realty Trust							Gross amount at which carried as of December 31, 2008

									Costs Capitalized Subsequent to Acquisition			Gross amount at which carried as of December 31, 2008
Property	# of Bldgs.		Encumbrances(2)		Land		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition			Land		Buildings and Improvements		Total(5)		Accumulated Depreciation and Depletion(1)(5)		Date of Construction		Date of Last Renovation		Date of Acquisition
Albertville, Alabama		1	$	—	$	1,251	$	12,385	$	1		$	1,251	$	12,386	$	13,637	$	391		1993		2006		2008	(4	)
Birmingham, Alabama		2		2,810		1,002		957		22			1,002		979		1,981		60		1963, 1984		1986, 1987		2008	(4	)
Gasden, Alabama		1		—		—		315		34			—		349		349		92		1991		1994		2008	(4	)
Montgomery, Alabama		1		—		—		3,862		139			—		4,001		4,001		597		1989		1999		2008	(4	)
Phoenix, Arizona		1		9,400		3,360		7,506		93			3,360		7,599		10,959		351		1985		1995		2008	(4	)
Fort Smith, Arkansas		1		8,760		308		2,231		(0	)		308		2,231		2,539		67		1958		1982		2008	(4	)
Russellville (El Mira), Arkansas		1		—		1,261		9,910		—			1,261		9,910		11,170		423		1986		1991		2008	(4	)
Russellville (Valley), Arkansas		1		18,865		708		15,832		2			708		15,834		16,542		351		1995		—		2008	(4	)
Springdale, Arkansas		1		13,640		844		10,754		0			844		10,754		11,598		306		1982		1993		2008	(4	)
Texarkana, Arkansas		1		19,250		842		11,169		20			861		11,170		12,030		260		1992		1996		2008	(4	)
West Memphis, Arkansas		1		19,096		1,460		12,300		85			1,460		12,385		13,845		352		1985		1995		2008	(4	)
Fullerton, California		1		—				571		4					575		575		282		1978		1983		2008	(4	)
Ontario, California		3		—		16,050		2,255		6			7,355		10,956		18,311		901		1983, 1984, 1987		1990		2008	(4	)
Turlock I, California		1		14,751		944		4,056		29			944		4,085		5,029		210		1955		1986		2008	(4	)
Turlock II, California		1		—		3,091		7,004		—			3,091		7,004		10,095		342		1985		—		2008	(4	)
Victorville, California		1		—		2,810		22,811		—			2,810		22,811		25,621		545		2004		—		2008	(4	)
Watsonville, California		1		—		—		7,991		0			—		7,991		7,991		775		1984		—		2008	(4	)
Denver, Colorado		1		—		—		1,724		6			—		1,730		1,730		538		1974		1988		2008	(4	)
Bartow, Florida		1		—		—		2,428		(0	)		—		2,428		2,428		288		1962		1964		2008	(4	)
Plant City, Florida		1		—		1,165		1,185		—			1,165		1,185		2,350		137		1956		—		2008	(4	)
Tampa 50th, Florida		1		—		3,745		5,750		1			3,745		5,752		9,497		362		1950		1973		2008	(4	)
Atlanta (Tradewater), Georgia		1		—		—		36,966		52			—		37,018		37,018		519		2004		—		2008	(4	)
Atlanta (Gateway), Georgia		1		25,000		3,271		19,693		263			3,271		19,956		23,227		633		1972		1985		2008	(4	)
Atlanta (Lakewood), Georgia		1				4,297		3,369		1			4,297		3,370		7,667		133		1963		1968		2008	(4	)
Atlanta (Skygate), Georgia		1		21,000		1,851		12,731		—			1,851		12,731		14,582		284		2001		—		2008	(4	)
Atlanta (Southgate), Georgia		1		20,000		1,623		17,652		35			1,659		17,651		19,310		429		1996		1999		2008	(4	)
Atlanta (Westgate), Georgia		1		15,200		2,270		24,659		98			2,368		24,659		27,027		758		1990		1993		2008	(4	)
Augusta, Georgia		1		2,400		2,678		1,943		56			2,734		1,943		4,677		99		1971		1983		2008	(4	)
Montezuma, Georgia		1		—		93		5,437		—			93		5,437		5,530		161		1965		1990		2008	(4	)
Thomasville, Georgia		1		21,868		1,731		16,914		—			1,731		16,914		18,645		429		1997		—		2008	(4	)
Burley, Idaho		1		—		—		16,111		0			—		16,111		16,111		1,232		1959		1996		2008	(4	)
Nampa, Idaho		1		12,782		1,588		11,864		15			1,588		11,879		13,468		962		1946		1990		2008	(4	)
East Dubuque, Illinois		1		18,000		722		13,764		(0	)		722		13,764		14,486		302		1993		—		2008	(4	)
Rochelle, Illinois		1		—		1,860		18,178		29			1,860		18,207		20,068		668		1995		—		2008	(4	)
Rochelle (Caron), Illinois		1		—		2,071		36,658		—			2,071		36,658		38,729		1,053		2004		—		2008	(4	)
Indianapolis, Indiana		1		52,000		1,897		18,991		56			1,953		18,991		20,943		643		1979		1989		2008	(4	)
Bettendorf, Iowa		1		8,000		1,022		7,162		52			1,022		7,214		8,236		322		1973		1977		2008	(4	)
Fort Dodge, Iowa		1		6,600		1,281		12,446		79			1,281		12,525		13,807		417		1979		1981		2008	(4	)
Garden City, Kansas		1		18,400		446		4,721		20			446		4,741		5,187		205		1980		2006		2008	(4	)
Wichita, Kansas		1		10,626		1,297		4,717		172			1,399		4,786		6,186		185		1972		1976		2008	(4	)
Sebree, Kentucky		1		8,701		638		7,895		—			638		7,895		8,533		164		1998		—		2008	(4	)
Portland, Maine		1		—		305		2,402		7			305		2,409		2,714		88		1952		1963		2008	(4	)
Boston, Massachusetts		1		6,850		1,855		5,796		4			1,855		5,801		7,656		214		1969		—		2008	(4	)
Gloucester (East Main), Massachusetts		1		—		2,557		3,806		13			2,569		3,807		6,376		231		1961		1973		2008	(4	)
Gloucester (Rogers), Massachusetts		1		—		1,683		3,675		0			1,683		3,675		5,359		176		1967		—		2008	(4	)
Gloucester (Rowe Square), Massachusetts		1		—		1,146		2,833		—			1,146		2,833		3,979		124		1955		1969		2008	(4	)
West Point, Mississippi		1		19,920		774		7,576		—			774		7,576		8,350		201		1995		—		2008	(4	)
Carthage, Missouri		1		128,000		61,446		33,880		1,173			61,470		35,028		96,498		2,251		1972		1999		2008	(4	)

AMERICOLD REALTY TRUST AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2008
(Amounts in thousands)

					Initial Cost to Americold Realty Trust							Gross amount at which carried as of December 31, 2008

									Costs Capitalized Subsequent to Acquisition			Gross amount at which carried as of December 31, 2008
Property	# of Bldgs.		Encumbrances(2)		Land		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition			Land		Buildings and Improvements		Total(5)		Accumulated Depreciation and Depletion(1)(5)		Date of Construction		Date of Last Renovation		Date of Acquisition
Marshall, Missouri		1	$	8,650	$	741	$	10,304	$	25		$	741	$	10,329	$	11,070	$	325		1985		1992		2008	(4	)
Fremont, Nebraska		1		17,530		629		3,109		104			643		3,199		3,842		213		1968		1999		2008	(4	)
Grand Island, Nebraska		1		5,695		430		6,542		1			430		6,542		6,972		301		1995		—		2008	(4	)
Syracuse, New York		2		16,170		2,177		20,056		122			2,189		20,167		22,356		655		1960, 1968		1968, 1978		2008	(4	)
Charlotte (North), North Carolina		1		6,230		1,546		5,158		57			1,590		5,172		6,761		233		1968		1994		2008	(4	)
Charlotte (South), North Carolina		1				—		2,558		—			—		2,558		2,558		240		1998		—		2008	(4	)
Tarboro, North Carolina		1		26,570		1,078		9,567		(0	)		1,078		9,566		10,645		265		1988		2000		2008	(4	)
Massillon (17th), Ohio		1		—		175		15,322		28			175		15,350		15,525		464		2000		2001		2008	(4	)
Massillon (Erie Ave), Ohio		1		—				1,988		—					1,988		1,988		211		1984		1999		2008	(4	)
Oklahoma City, Oklahoma		1		—		742		2,411		130			742		2,541		3,283		98		1968		1971		2008	(4	)
Hermiston, Oregon		1		26,650		1,322		7,107		0			1,322		7,108		8,430		358		1975		1996		2008	(4	)
Milwaukie, Oregon		1		19,450		2,473		8,112		50			2,483		8,153		10,635		785		1958		1988		2008	(4	)
Ontario, Oregon		1		—		—		13,791		(0	)		—		13,790		13,790		2,254		1962		1991		2008	(4	)
Salem, Oregon		1		42,230		3,055		21,096		535			3,061		21,624		24,685		1,354		1963		1981		2008	(4	)
Woodburn, Oregon		1		11,781		1,552		9,860		96			1,552		9,957		11,508		371		1952		1979		2008	(4	)
Allentown, Pennsylvania		2		—		5,780		47,807		962			5,780		48,769		54,549		2,014		1976, 1997		1996		2008	(4	)
Leesport, Pennsylvania		1		25,790		1,206		14,112		(0	)		1,206		14,112		15,317		387		1993		1994		2008	(4	)
York, Pennsylvania		1		—		3,838		36,621		—			3,838		36,621		40,459		949		2004		—		2008	(4	)
Columbia, South Carolina		1		—		768		1,429		(0	)		768		1,429		2,197		64		1971		1991		2008	(4	)
Sioux Falls (Public), South Dakota		1		—		856		4,263		301			856		4,564		5,420		174		1972		—		2008	(4	)
Memphis, Tennessee		1		—		1,023		2,622		5			1,023		2,627		3,651		134		1957		1967		2008	(4	)
Murfreesboro, Tennessee		1		32,400		1,094		10,936		17			1,094		10,953		12,047		516		1982		2000		2008	(4	)
Amarillo, Texas		1		24,948		871		4,473		9			880		4,473		5,353		287		1973		1981		2008	(4	)
Ft. Worth (Meacham), Texas		1		27,680		1,857		8,536		35			1,857		8,570		10,427		262		1998		—		2008	(4	)
Ft. Worth (Public), Texas		1		—		5,610		24,686		20			5,610		24,706		30,316		716		2005		—		2008	(4	)
Clearfield, Utah		1		43,840		2,881		14,945		85			2,881		15,030		17,911		750		1973		—		2008	(4	)
Norfolk, Virginia		1		6,700		1,453		2,811		40			1,488		2,816		4,304		94		1971		—		2008	(4	)
Strasburg, Virginia		1		27,600		1,551		15,038		68			1,551		15,106		16,657		348		1999		—		2008	(4	)
Burlington, Washington		1		14,730		694		6,108		103			709		6,195		6,904		622		1965		1968		2008	(4	)
Connell, Washington		1		29,414		497		8,728		60			497		8,788		9,285		286		1969		—		2008	(4	)
Moses Lake, Washington		1		30,080		575		11,046		121			611		11,131		11,742		551		1967		—		2008	(4	)
Pasco, Washington		1		18,850		557		15,809		3			557		15,812		16,369		335		1975		1996		2008	(4	)
Walla Walla, Washington		1		4,810		215		4,693		287			215		4,980		5,195		407		1960		—		2008	(4	)
Wallula, Washington		1		5,200		690		2,645		—			690		2,645		3,335		73		1982		—		2008	(4	)
Babcock, Wisconsin		1		14,938		852		8,916		—			852		8,916		9,768		193		1999		—		2008	(4	)
Plover, Wisconsin		1		43,320		1,390		18,298		181			1,436		18,433		19,869		554		1978		1981		2008	(4	)
Tomah, Wisconsin		1		22,520		886		10,715		26			886		10,742		11,628		391		1989		1994		2008	(4	)
Other (including TRS)						13,298		741		15			13,298		756		14,054		99		1989		1994		2008	(4	)

Total		90	$	1,055,695	$	203,604	$	907,795	$	6,053		$	195,540	$	921,912	$	1,117,451	$	38,846

AMERICOLD REALTY TRUST AND SUBSIDIARIES
NOTES TO SCHEDULE III
As of December 31, 2008


Investments in Properties (includes the following balance sheet line items: land; building and improvements under property, plant, and equipment; and building and improvements under capitalized leases)
	Balance as of January 1, 2007		$	1,508,511
		Improvements		1,648
		Assets sold and written-off		(45	)

Balance as of March 31, 2008				1,510,114

	Purchase accounting adjustments related to Yucaipa's acquisition			(398,716	)
	Improvements			6,053

Balance as of December 31, 2008			$	1,117,451

Accumulated Depreciation (includes balance sheet line items under property, plant, and equipment and capitalized leases):
	Balance as of January 1, 2007		$	580,332
	Depreciation and depletion expense			20,548
	Accumulated depreciation on assets sold and written-off			(23	)

Balance as of March 31, 2008				600,857

	Purchase accounting adjustments related to Yucaipa's acquisition			(600,857	)
	Depreciation and depletion expense			67,731
	Accumulated depreciation on assets sold and written-off			(310	)

Balance as of December 31, 2008			$	67,421

To the Board of Directors of
Versacold International Corporation (formerly Eimskip Holdings Inc.):

We have audited the accompanying consolidated balance sheets of Versacold International Corporation (formerly Eimskip Holdings Inc.) (the "Company") as of July 31, 2009 and October 31, 2008, and the related consolidated statements of operations, change in shareholder's equity (deficiency) and cash flows for the one month ended July 31, 2009, the eight months ended June 30, 2009 and for the years ended October 31, 2008 and 2007. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Versacold International Corporation as of July 31, 2009 and October 31, 2008, and the results of its operations and its cash flows for the one month ended July 31, 2009, the eight months ended June 30, 2009 and for the years ended October 31, 2008 and 2007 in conformity with U.S. generally accepted accounting principles.

As discussed in notes 3 and 14 to the consolidated financial statements, the Company has changed its method of accounting for uncertain tax positions effective November 1, 2007 as a result of adopting Financial Accounting Standards Board Interpretation No. 48.

VERSACOLD INTERNATIONAL CORPORATION
(formerly Eimskip Holdings Inc.)

CONSOLIDATED BALANCE SHEETS

(in thousands of US dollars except number of shares)

			July 31 2009 Successor			October 31 2008 Predecessor

Assets
Current assets
	Cash and cash equivalents		$	37,245		$	24,878
	Accounts receivable, (net of an allowance of $1,598 and $1,991 as of July 31, 2009 and October 31, 2008, respectively)			105,947			99,253
	Other receivables			16,592			28,959
	Due from related parties			—			5,258
	Prepaid expenses			14,601			8,817
	Deferred income taxes			57,147			5,280
	Other current assets			10,667			8,431

Total current assets			$	242,199		$	180,876
	Property, plant and equipment, net			1,301,440			1,336,994
	Deferred income taxes			59,429			85,515
	Other non-current assets			20,778			23,035
	Intangible assets, net			21,371			63,527
	Goodwill			67,732			6,693

Total assets			$	1,712,949		$	1,696,640

Liabilities and Shareholder's Deficiency
Current liabilities
	Accounts payable and accrued liabilities		$	157,117		$	132,094
	Deferred revenue			15,816			13,529
	Short-term debt			4,142			7,083
	Current maturities of long-term debt			45,750			41,938
	Derivative liabilities			12,239			—
	Deferred income taxes			30,642			350
	Other current liabilities			—			3,003

Total current liabilities			$	265,706		$	197,997
	Long-term debt, excluding current portion			1,151,035			1,222,711
	Due to Hf. Eimskipafelag Islands			—			137,112
	Due to Yucaipa			123,327			—
	Deferred income taxes			181,892			155,764
	Other non-current liabilities			13,392			36,484

Total liabilities			$	1,735,352		$	1,750,068
Commitments and contingencies (Notes 5 and 17)
	Shareholder's deficiency
		Common shares, no par value; unlimited number of shares authorized; 122,395,487 shares issued and outstanding as of July 31, 2009 and October 31, 2008, respectively		—			383,500
		Retained earnings (Accumulated deficit)		13,725			(430,810	)
		Accumulated other comprehensive loss		(36,128	)		(6,118	)

Total shareholder's deficiency			$	(22,403	)	$	(53,428	)

Total liabilities and shareholder's deficiency			$	1,712,949		$	1,696,640

The accompanying notes are an integral part of these consolidated financial statements.

VERSACOLD INTERNATIONAL CORPORATION
(formerly Eimskip Holdings Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of US dollars)

	One Month Ended July 31, 2009			Eight Months Ended June 30, 2009			Year Ended October 31 2008			Year Ended October 31 2007

	Successor			Predecessor			Predecessor			Predecessor
Revenues
Warehousing	$	58,338		$	418,039		$	705,747		$	335,262
Transportation		20,170			165,714			294,800			90,858
Third party logistics		20,678			149,991			199,689			168,210

Total revenues	$	99,186		$	733,744		$	1,200,236		$	594,330

Operating costs and expenses
Cost of operations		80,909			581,126			947,474			478,210
Depreciation and amortization		5,051			52,859			84,524			42,953
Facility rent		1,683			13,470			26,295			17,192
Selling, general and administrative expenses		3,181			24,160			45,349			27,938
Impairment of intangible assets		—			—			7,287			—
Impairment of goodwill		—			—			250,648			—
Other operating (income), net		(798	)		(1,393	)		(251	)		(215	)

Operating income (loss)	$	9,160		$	63,522		$	(161,090	)	$	28,252

Interest income		—			—			(1,057	)		(720	)
Interest expense		8,745			83,160			240,055			104,665
Foreign exchange (gain) loss		(16,732	)		(7,998	)		61,821			(35,902	)
Other non-operating expense, net		570			153			1,905			717

Net income (loss) before income taxes	$	16,577		$	(11,793	)	$	(463,814	)	$	(40,508	)

Income tax (provision) benefit		(2,852	)		(20,748	)		52,194			21,318

Net income (loss)	$	13,725		$	(32,541	)	$	(411,620	)	$	(19,190	)

The accompanying notes are an integral part of these consolidated financial statements.

			Owner's Equity in Eimskip Atlas Canada Inc.			Common Shares					Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss

			Owner's Equity in Eimskip Atlas Canada Inc.			Shares		Amount			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Total
Predecessor
Balance as of November 1, 2006			$	1			—	$	—		$	—		$	—		$	1
	Net increase in the parent's equity in Eimskip Atlas Canada Inc.			70,567														70,567
	Issuance of common shares						98,017,378		90,579									90,579
	Contribution from parent on forgiveness of interest obligations								5,540									5,540
	Comprehensive loss																	—
		— Net loss										(19,190	)					(19,190	)
		— Currency translation adjustment													(69,909	)		(69,909	)

		Comprehensive loss																(89,099	)

Balance as of October 31, 2007			$	70,568			98,017,378	$	96,119		$	(19,190	)	$	(69,909	)	$	77,588
	Issuance of common shares						17,312,487		197,235									197,235
	Re-allocation of owner's equity on acquisition of Eimskip Atlas Canada Inc.			(70,568	)		7,065,622		70,568									—
	Contribution from parent on forgiveness of interest obligations								19,578									19,578
	Comprehensive loss
		— Net loss										(411,620	)					(411,620	)
		— Currency translation adjustment													63,791			63,791

	Comprehensive loss																	(347,829	)

Balance as of October 31, 2008			$	—			122,395,487	$	383,500		$	(430,810	)	$	(6,118	)	$	(53,428	)
	Issuance of common shares																	—
	Comprehensive loss																	—
		— Net loss										(32,541	)					(32,541	)
		— Currency translation adjustment													12,912			12,912

	Comprehensive loss																	(19,629	)

Balance as of June 30, 2009			$	—			122,395,487	$	383,500		$	(463,351	)	$	6,794		$	(73,057	)

	Increase in equity on substantial change in ownership of parent								(383,500	)		463,351			(6,794	)		73,057
Successor
	Comprehensive loss																	—
		— Net income										13,725						13,725
		— Currency translation adjustment													(36,128	)		(36,128	)

	Comprehensive loss																	(22,403	)

Balance as of July 31, 2009			$	—			122,395,487	$	—		$	13,725		$	(36,128	)	$	(22,403	)

The accompanying notes are an integral part of these consolidated financial statements.

VERSACOLD INTERNATIONAL CORPORATION
(formerly Eimskip Holdings Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of US dollars)

		One Month Ended July 31, 2009			Eight Months Ended June 30, 2009			Year Ended October 31 2008			Year Ended October 31 2007

		Successor			Predecessor			Predecessor			Predecessor
Operating activities:
Net income (loss)		$	13,725		$	(32,541	)	$	(411,620	)	$	(19,190	)
Adjustments to net income (loss):
	Depreciation		4,871			46,601			72,195			35,174
	Amortization and impairment of intangibles		180			6,258			270,264			7,779
	Loss on debt prepayment		—			—			74,899			—
	Amortization and write-off of deferred debt issuance costs		—			3,603			29,419			8,721
	Other non-cash interest expense		2,002			13,908			35,938			19,359
	(Gain) loss on derivative instruments		(2,713	)		2,776			10,222			1,392
	Deferred taxes		1,856			3,427			(76,986	)		(26,674	)
	Foreign exchange (gain) loss and other		(16,732	)		(7,998	)		61,821			(35,902	)
Changes in operating assets and liabilities
	Accounts receivable		(14,449	)		20,455			(11,780	)		(20,997	)
	Other current assets		(393	)		(4,338	)		(5,631	)		(3,266	)
	Accounts payable and accrued liabilities		(4,864	)		(3,174	)		(36,187	)		10,270
	Other liabilities		5,161			2,209			9,807			14,268

Net cash (used in) provided by operating activities		$	(11,356	)	$	51,186		$	22,361		$	(9,066	)

Investing activities:
Purchase of property, plant and equipment			(3,581	)		(24,469	)		(40,103	)		(35,610	)
Purchase of Atlas Cold Storage Income Trust, net of cash acquired			—			—			—			(538,480	)
Purchase of Versacold Income Fund, net of cash acquired			—			—			—			(715,896	)
Cash paid for business combination			—			—			(7,574	)		—
Other			688			2,031			8,455			1,179

Net cash used in investing activities		$	(2,893	)	$	(22,438	)	$	(39,222	)	$	(1,288,807	)

Financing activities:
Net change in short-term debt			(4,235	)		570			6,056			2,265
Proceeds from issuance of long-term debt net of issuance costs			1,941			22,037			501,332			1,953,469
Repayment of long-term debt			(5,154	)		(21,342	)		(500,607	)		(1,100,154	)
Proceeds from loan from Parent			—			—			—			304,113
Issuance of equity by Eimskip Atlas to Eimskip			—			—			—			70,567
Issuance of common shares			—			—			—			90,579
Other			(241	)		215			—			—

Net cash (used in) provided by financing activities		$	(7,689	)	$	1,480		$	6,781		$	1,320,839

Effect of exchange rate changes on cash and cash equivalents		$	7,297		$	(3,220	)	$	10,698		$	967

Net (decrease) increase in cash and cash equivalents		$	(14,641	)	$	27,008		$	618		$	23,933
Cash and cash equivalents, beginning of period		$	51,886		$	24,878		$	24,260		$	327

Cash and cash equivalents, end of period		$	37,245		$	51,886		$	24,878		$	24,260
Supplemental information:
Cash paid for interest		$	10,339		$	52,045		$	91,601		$	66,337
Cash paid (received) for taxes		$	4,330		$	5,143		$	29,047		$	3,973
Contribution from parent for forgiven interest			—			—		$	19,578		$	5,540
Exchange of shares for debt		$	—		$	—		$	197,235		$	—

The accompanying notes are an integral part of these consolidated financial statements.

VERSACOLD INTERNATIONAL CORPORATION
(formerly Eimskip Holdings Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands of US dollars unless otherwise noted)

Versacold International Corporation (formerly Eimskip Holdings Inc.) (the "Company") was incorporated in Canada as a 100% indirect subsidiary of Hf. Eimskipafelag Islands (subsequently renamed A1988 Hf. In September 2009) ("Eimskip"), at the time an Icelandic public company, on May 23, 2007.

The Company was formed to acquire all the outstanding public units of Versacold Income Fund (the "Versacold Fund"), a Canadian publicly traded income trust (Note 4). The acquisition was completed on August 1, 2007 and the results of the Versacold Fund have been included with those of the Company since that date.

On January 30, 2008, the Company acquired Versacold Logistics Canada Inc. (formerly Eimskip Atlas Canada Inc.) ("Eimskip Atlas"), a 100% subsidiary of Eimskip. Eimskip Atlas was formed by Eimskip in 2006 to purchase all the outstanding public units of Atlas Cold Storage Income Trust ("Atlas"), a Canadian publicly traded income trust (Note 4). The results of Eimskip Atlas have been included in these financial statements since November 2, 2006, a date prior to their acquisition by the Company, as a result of Eimskip Atlas being held under common control by Eimskip since November 2, 2006.

All references to the Company in these consolidated financial statements refer to the combined activities of the Company and Eimskip Atlas for all periods presented as described in Note 4.

The principal business activities of the Company include warehousing, freezing, processing and distributing food, and providing transportation and third party logistics ("3PL") services to customers.

Acquisition of 49% of Tango by Yucaipa and Predecessor and Successor Reporting

As described in Note 2, on June 30, 2009, The Yucaipa Companies LLC ("Yucaipa") purchased a 49% interest in Eimskip Tango ehf ("Tango"), the Company's parent, and an option to purchase the remaining 51%. On this date, 100% of the fair value of the assets acquired and liabilities assumed by Yucaipa have been "pushed-down" to the Company as at that time, the Company became substantially wholly-owned by Yucaipa. The adjustments have been made in accordance with Staff Accounting Bulletin No. 54, Application of "Pushdown" Basis of Accounting in Financial Statements of Subsidiaries Acquired by Purchase ("SAB No. 54"), and replaced the historical basis of the assets and liabilities held by the Company. Due to the impact of push-down accounting, the Company's financial statements and certain note presentations for the nine-month period ended July 31, 2009 are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented: (1) the eight months up to, and including, the acquisition date (November 1, 2008 through June 30, 2009, labeled "Predecessor") and (2) the one month after that date (July 1, 2009 through July 31, 2009, labeled "Successor"). All financial periods prior to June 30, 2009 are also labeled "Predecessor". The accompanying

consolidated financial information includes a "black-line" division which indicates that the Predecessor and the Successor reporting entities shown are not comparable.

On June 30, 2009, Yucaipa executed a purchase and sale agreement with Eimskip and Tango to acquire Tango's beneficial interest in loans receivable from the Company and certain equity interests in Tango.

To facilitate this transaction, Yucaipa acquired a EUR 300 million credit facility to Eimskip from the London Branch of ABN Amro Bank (the "Credit Facility"). The Credit Facility had a EUR 120 million outstanding balance and was in default. The Credit Facility maintained share pledges of certain material subsidiaries of Eimskip, including Eimskip's interests in Tango. On June 30, 2009, Yucaipa reached an agreement with Eimskip to exchange EUR 75 million of the outstanding balance of the Credit Facility for 1) Eimskip's interest in a loan from a subsidiary of the Company (the "Avion Loan"), 2) a 49% equity interest in Tango, and 3) a call option to acquire Eimskip's remaining 51% equity interest in Tango.

The call option may be exercised by Yucaipa at any time prior to June 30, 2016. Prior to the exercise of the call option, Eimskip is restricted from undertaking any actions that would preclude Yucaipa from receiving the material benefits pursuant to the call option agreement. These actions include Eimskip selling, transferring or encumbering in any way the shares subject to the call option, or permitting Tango to issue any shares, change the structure of Tango or make a dividend or distribution. The shares subject to the call option have been pledged as security for a loan owing by Eimskip to Yucaipa. Upon exercise of the option, the loan amount is released and discharged.

This transaction resulted in Tango and the Company becoming "substantially wholly owned" by Yucapia, as defined in Rule 1-02(aa) of Regulation S-X, and therefore requires the Company to establish a new basis of accounting for the purchased assets and liabilities.

At the transaction date, June 30, 2009, the consideration paid for the 49% interest in the Company by Yucapia and the resulting new basis for the remaining 51% interest has been "pushed-down" to the Company and 100% of the fair value of the assets and liabilities are reflected in the balance sheet as the new basis as of that date.

The following table presents the purchase price allocation to the assets acquired and liabilities assumed at the date of the acquisition:

The Company allocated the total consideration to the assets and liabilities based on estimates of fair value using methodologies and assumptions that Management believed were reasonable. Net equity resulting from the push-down accounting is nominal as substantially all of the consideration paid by Yucaipa was for the acquisition of the Credit Facility and no consideration was allocated to the equity.

At the transaction date, the Company had $31.6 million of tax deductible goodwill.

The fair value and estimated life of the identified intangible assets is as follows:

The customer relationships intangible asset will be amortized on a straight-line basis over its estimated useful life.

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles and are presented in United States dollars ("$" or "USD") unless otherwise noted and include all subsidiaries and entities that are controlled by the Company. The results for operations of companies acquired are included in the consolidated financial statements from the effective date of the acquisition. The historical financial statements for the one month ended July 31, 2009, the eight months ended June 30, 2009 and the year ended October 31, 2008 include both the operations of Versacold and Atlas for the entire periods presented. The historical financial statements for the year ended October 31, 2007 include the operations of Versacold from August 1, 2007 and the operations of Atlas from November 2, 2006 combined as both companies were under common control for those periods.

The consolidated financial statements for the periods subsequent to the acquisition of the equity interest in Tango by Yucaipa (note 1 and 2) have been labeled as "Successor" while periods prior to the acquisition have been labeled "Predecesor".

The financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company's financial position and operating results. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions. Management believes that the estimates and assumptions which are relied upon are reasonable based upon information available at the time these are made. These estimates and assumptions can affect the reported and disclosed amounts of assets and liabilities as of the date of the financial statements as well as the reported and disclosed amounts of revenues and expenses during the periods presented. Significant estimates made by management are discussed within the related notes and include: useful life of long-lived assets, expected future cash flows used in evaluating

long-lived assets for impairment, reporting unit fair value in testing goodwill for impairment, allowances for accounts deemed uncollectible, provisions for loss contingencies and income taxes, realizability of deferred tax assets, allocation of purchase price for business acquisitions, fair value of financial instruments, and other provisions. On an on-going basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company's business and new information as it becomes available. Actual results may differ from these estimates.

The functional currency for each of the Company's operations is the applicable local currency. The functional currency of the Versacold International Corporation entity is the Canadian dollar. The translation from the applicable functional currencies into US dollars, the Company's reporting currency, is performed for balance sheet accounts using exchange rates in effect at the balance sheet date, and for income statement accounts using average rates of exchange prevailing during the year. The resulting translation adjustments are excluded from the determination of earnings and are recognized in accumulated other comprehensive loss until the entity is sold, substantially liquidated or evaluated for impairment in anticipation of disposal. Foreign currency exchange gains and losses, such as those resulting from foreign currency denominated receivables or payables, are included in the determination of earnings, except as they relate to intra-Company loans that are equity-like in nature and that are not expected to be repaid in the foreseeable future, are recognized in accumulated other comprehensive loss.

The Company generates revenue primarily from fees charged to customers associated with temperature-controlled warehousing, and handling of customers' goods. The Company also charges fees to provide freezing and processing of food products, transportation and transportation management services and third party logistics management services to its customers.

When a sales arrangement involves multiple services, for handling and storage fees, the services included in the arrangement are evaluated pursuant to EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables ("EITF 00-21"), to determine whether they represent separate units of accounting, and therefore can be accounted for separately. Elements within an overall arrangement are accounted for separately utilizing the residual method. Warehousing storage revenue is recognized evenly over the period during which storage is provided and warehousing handling revenue is recognized based on when the service is performed. Food processing, transportation management and third party logistics management revenues are recognized when services are provided.

Revenue from the sale of goods and services is recognized only when the following criteria have been met: 1) there is persuasive evidence of an arrangement; 2) delivery has occurred or services have been rendered; 3) the price is fixed or determinable; and 4) collectability is reasonably assured.

When the Company acts in the capacity of an agent rather than as a principal in the transaction, the revenue recognized is on a net basis in accordance with EITF Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent ("EITF 99-19").

Amounts collected in advance for future services are recorded as deferred revenue and are recognized as revenue when the services are provided.

Cash and cash equivalents consist of cash on hand, demand deposits and short-term investments that are considered to be highly liquid securities with original maturities of three months or less when purchased.

Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on historical write-off experience and customer economic data. The Company reviews the allowance for doubtful accounts regularly and past due balances are reviewed for collectability. Trade account balances are charged off against the allowance when the Company believes that the receivable will not be recovered.

Property, plant and equipment are recorded at cost less accumulated depreciation. Depreciation of property, plant, and equipment is computed on a straight-line basis over their estimated useful lives. Equipment under capital leases are initially recorded at the lower of the present value of minimum lease payments at the inception of the lease or the fair value of the asset. Leased assets are amortized over the shorter of their useful life or the lease term including renewals that are reasonably assured and the resulting charge is included in depreciation expense. Land is not depreciated.

Goodwill and intangibles assets resulting from the Company's acquisitions are accounted for using the purchase method of accounting. Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives.

Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if certain impairment indicators arise. The impairment test compares the fair value for each reporting unit to its associated net book value including goodwill. The Company's reporting units are determined in accordance with SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS No. 142"), which defines a reporting unit as an operating segment or one level below an operating segment. If the fair value of the reporting unit is less than its carrying value, then a hypothetical purchase price allocation is used to determine the amount of goodwill impairment. For purposes of the Company's annual impairment test of goodwill, goodwill is allocated to reporting units which are determined to be the same as the Company's reportable segments.

Long-lived assets, such as property, plant, and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is generally measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset estimated using discounted cash flows.

The Company has entered into interest rate swaps to manage exposures to interest rate risk of floating rate debt. The Company's policy is to not utilize derivative financial instruments for trading or speculative purposes. The fair value of the interest rate swaps are recognized at fair value as assets or liabilities on the balance sheet date with changes in fair value recognized in the statement of operations.

The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax bases.

On November 1, 2007, the Company adopted FASB Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes — an Interpretation of Financial Accounting Standards Board Statement No. 109 ("FIN 48"). This Interpretation prescribes a consistent recognition threshold and

measurement standard, as well as criteria for subsequently recognizing, derecognizing, classifying and measuring tax positions for financial statement purposes. The impact of adopting FIN 48 is more fully described in Note 14. Prior to the adoption of FIN 48, the Company assessed tax matters as they arose and established reserves for tax contingencies when the Company believed an unfavorable outcome was probable and the liability could be easily estimated.

The Company's deferred tax assets are reviewed periodically to determine whether their value can be realized based upon available evidence. A valuation allowance is established when management believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company's tax provision in the period of change. In addition to valuation allowances, the Company provides for uncertain tax positions when such tax positions meet the recognition and measurement standards prescribed by FIN 48. Amounts for uncertain tax positions are adjusted when new information becomes available or when positions are effectively settled.

Canadian income tax expense and foreign withholding taxes are provided on unremitted foreign earnings that are not indefinitely reinvested at the time the earnings are generated. Where foreign earnings are indefinitely reinvested, no provision for Canadian income or foreign withholding taxes is made. When circumstances change and the Company determines that some or all of the undistributed earnings will be remitted in the foreseeable future, the Company accrues an expense in the current period for Canadian income taxes and foreign withholding taxes attributable to the anticipated remittance.

Direct financing costs are deferred and amortized over the contracted term to maturity of the related agreements as a component of interest expense utilizing the effective interest rate method. The amortization is included in interest expense in the statement of operations.

Codification: In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (a replacement of FASB Statement No. 162). This standard establishes the FASB Accounting Standards Codification ("Codification") as the single source of authoritative US GAAP and will be effective for the Company for periods ending after September 15, 2009. The Codification does not create any new GAAP standards but incorporates existing accounting and reporting standards into a new topical structure. Existing standards will be designated by their Accounting Standards Codification (ASC) topical reference and new standards will be designated as Accounting Standards Updates, with a year and assigned sequence number.

Subsequent events: In May 2009, the FASB issued SFAS No. 165, Subsequent Events ("SFAS No. 165"). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. SFAS No. 165 is effective for annual or interim periods ending after September 15, 2009. The Company does not believe that SFAS 165 will have a material impact on its consolidated financial statements upon adoption.

Determination of the useful life of intangible assets: In April 2008, the FASB issued FASB Staff Position ("FSP") FAS 142-3, Determination of the Useful Life of Intangible Assets ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008 and early adoption is prohibited. The Company does not believe that FSP FAS 142-3 will have a material impact on its consolidated financial statements upon adoption.

Business combinations: In December 2007, the FASB issued revised SFAS No. 141, Business Combinations ("SFAS No. 141R"). Under SFAS No. 141R an entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies and contingent consideration at their fair value on the acquisition date. It further requires that acquisition-related costs are recognized separately from the acquisition and expensed as incurred, restructuring costs generally are expensed in periods subsequent to the acquisition date. Further SFAS No. 141R requires that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense in periods subsequent to the acquisition date. In addition, acquired in-process research and development is capitalized as an intangible asset and amortized over its estimated useful life. As described in Note 2, the Acquisition of 49% of Tango by Yucaipa was accounted for in accordance with SFAS No. 141R as Yucaipa had adopted this standard at the date of the transaction.

Fair value measurements: In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands fair value measurement disclosures. In February 2008, the FASB issued FASB Staff Position No. FAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 ("FSP FAS 157-1"), and FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 ("FSP FAS 157-2"). Collectively, the Staff Positions defer the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for nonfinancial assets and nonfinancial liabilities except for items that are recognized or disclosed at fair value on a recurring basis at least annually, and amends the scope of SFAS No. 157.

In October 2008, the FASB issued FASB Staff Position FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active ("FSP FAS 157-3"), which clarified the application of how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP FAS 157-3 was effective upon issuance, including prior periods for

which financial statements had not been issued. In April 2009, the FASB issued FASB Staff Position No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly ("FSP FAS 157-4"). FSP FAS 157-4 amends SFAS No. 157 to provide additional guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased when compared with normal market activity for the asset or liability. FSP FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The Company adopted SFAS No. 157 for the period beginning November 1, 2008 for financial assets and liabilities which are measured at fair value on a recurring basis. of the Company considered the guidance in this standard when determining the fair value of the assets and liabilities of the Company for the purpose of the push-down accounting as described in Note 2.

Revenue recognition: On September 23, 2009, the FASB ratified EITF 08-1, Revenue Arrangements with Multiple Deliverables. This standard has amended the previous guidance contained within EITF 00-21. The new requirements are effective for fiscal years beginning after June 15, 2010, which is the Company's 2011 fiscal year. Early adoption of the standard is allowed and various options for prospective or retroactive adoption are available. Where vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a Company will be required to develop a best estimate of the selling price of separate deliverables and allocate arrangement consideration using the relative selling price method. These new requirements will not apply to many arrangements involving software, which will continue to require vendor specific objective evidence in assessing selling price. The Company is in the process of reviewing and evaluating these new requirements and therefore their ultimate impact is not yet known.

In May 2008, the Company acquired a cold-storage business based in New Zealand. Total consideration paid was $7.6 million and was allocated to the fair value of assets received and liabilities assumed with no goodwill resulting from the acquisition.

Acquisition of Versacold Logistics Canada Inc. (formerly Eimskip Atlas Canada Inc).

On January, 30, 2008, the Company acquired 100% ownership of Eimskip Atlas from Tango by issuing 7,065,622 of the Company's common shares. As Eimskip Atlas and the Company were under common control of the Parent, the transaction has been accounted for similar to the pooling of interests method. Under this method, the combination is recorded at book values and the current and all comparative figures are recast to present the combined activities of both Eimskip Atlas and the Company during all periods in which the two companies were under the control of the Parent.

On August 1, 2007, the Company acquired all the outstanding trust units of the Versacold Fund, an unincorporated, open-ended, limited purpose trust which owned a group of public refrigerated warehousing ("PRW") and transportation logistics businesses for total cash consideration of $745.1 million. Cash acquired in the acquisition was $29.2 million. This transaction has been accounted for by the purchase method in accordance with SFAS No. 141, Business Combinations ("SFAS No. 141"), and total consideration has been allocated to the fair value of the assets received and liabilities assumed as follows:

The excess of the purchase price paid over the fair value of the identifiable tangible and intangible net assets acquired has been assigned to goodwill of which $18.7 million is deductible for tax purposes. The finite-lived intangible assets have no significant residual value and are amortized straight-line over their useful lives. The goodwill recognized on the acquisition is attributable to the skills and technical talent of the acquired business's work force and the synergies expected to be achieved from the integration of the acquired company with other businesses owned by the Company. The operations of the Versacold Fund have been consolidated into the statement of operations from August 1, 2007.

On November 2, 2006, the Company acquired all of the outstanding trust units of Atlas, an unincorporated, open-ended, limited purpose trust which owned a network of temperature-controlled storage, transportation services, and third-party logistic businesses for total cash consideration of $542.7 million. Cash acquired in the acquisition was $4.2 million. The acquisition of Atlas has been accounted for by the purchase method in accordance with SFAS No. 141 and total consideration has been allocated to the fair value of the assets received and liabilities assumed as follows:

The excess of the purchase price paid over the fair value of the identifiable tangible and intangible net assets acquired and liabilities assumed has been assigned to goodwill of which $20.5 million is deductible for tax purposes. The finite-lived intangible assets have no significant

residual value and are amortized straight-line in accordance with their useful lives. The goodwill recognized on the acquisition is attributable to the skills and technical talent of the acquired business's work force and the synergies expected to be achieved from the integration of the acquired company Eimskip. The operations of Atlas have been consolidated into the statement of operations from November 2, 2006.

At July 31, 2009 and October 31, 2008, the Company had a short-term borrowing facility with a Canadian bank providing up to $9.3 million. Of this amount $4.1 million and $7.1 million was drawn as of July 31, 2009 and October 31, 2008 respectively. The facility was guaranteed by a letter of credit issued by the lenders of the First Lien Revolving Credit Facilities. The interest rate on this debt was 2.25% and 4.0% at July 31, 2009 and October 31, 2008 respectively.

At July 31, 2009 and October 31, 2008 the Company's long-term debt consisted of the following:

		July 31 2009		October 31 2008

		Successor		Predecessor
First lien revolving credit facility:
	Canadian dollar revolving facility	$	29,750	$	25,321
	US dollar revolving facility		5,200		3,000
First lien term loans:
	Canadian dollar term loans		135,394		121,780
	US dollar term loans		216,262		219,949
Second lien term loans:
	Canadian dollar term loans		46,340		41,510
	US dollar term loans		123,083		122,129
Leased facility obligations (see Note 6)			499,347		595,405
Junior debt			126,905		122,923
Due to Parent			—		137,112
Due to Yucaipa			123,327		—
Other debt			14,504		12,632

Total long-term debt			1,320,112		1,401,761
Less: Current portion of long-term debt			45,750		41,938

Non-current portion of long-term debt		$	1,274,362	$	1,359,823

The principal payments required to be made during the next five years and thereafter on debt outstanding as of July 31, 2009 are shown below:

The "Canadian Prime Rate", "US Base Rate", and "Base Rate", used in this note are defined as follows:

The Company has two revolving credit facilities under the first lien credit facility. At July 31, 2009, $29.8 million was drawn in the CAD equivalent and $5.2 million was drawn in US dollars. Letters of credit entered into by the Company also are drawn against these facilities and at July 31, 2009, $34 million was drawn.

The first revolving credit facility was entered into in November 2006 and provided for borrowings up to CAD 30.0 million ($27.8 million). The facility bore interest at a rate of prime plus 1.75% and was due November 2, 2009. In September 2007, the first revolving credit facility was amended. Canadian dollar advances from the revolver, as amended, bear interest at a rate of the Canadian Prime Rate plus a margin of 2.25% per annum and US dollar advances bear interest at the Base Rate plus a margin of 2.25% per annum. In October 2009, the maturity date on this debt facility was extended to November 2, 2010 with an interest rate of Canadian Prime Rate or US Base Rate plus a margin of 4% or BA or LIBOR plus 5% depending on the type of advances made. As the maturity date of this revolver was extended until November 2010, the amount has been classified as non-current as of July 31, 2009.

The second revolving credit facility was entered into in August 2007 and provides for borrowings up to CAD 50.0 million ($46.3 million) and matures on August 2, 2012. The Canadian and US dollar advances bear interest at Canadian Prime, Base Rate and US Base Rates plus margins of 2% per annum. In January 2008 the terms of the second revolving credit facilities were amended such that Canadian dollar advances from the revolver now bear interest at rates of Canadian Prime Rate plus a margin of 2.50% in years one and two, 2.75% in year three and 3.00% in years four and five. US dollar advances from this revolving debt were amended to bear interest at rates of Base Rate and US Base Rate plus a margin of 2.50% in years one and two, 2.75% in year three and 3.00% in years four and five.

At July 31, 2009, the total amount available for draw under the first and second revolving credit facilities is $0.3 million and $0.2 million, respectively.

During August 2007, the Company entered into a series of first lien term loan agreements for CAD 510.0 million ($472.7 million). These loans were drawn in CAD and USD. The CAD denominated term loan bears interest at a rate of Canadian Prime Rate or Canadian Bankers' Acceptances rate plus a margin ranging from 2% to 3% per annum and the USD denominated term loan bears interest at a rate of the Base Rate or LIBOR plus a margin ranging from 2% to 3% per annum depending on the type of funding selected by the Company. The term loans require quarterly principal payments of 1% of the original principal balance in years one and two, 4% in year three, and 5% in years four and five with the remaining principal due on August 2, 2012.

In January 2008, the Company repaid CAD 137.0 million ($136.0 million) of the outstanding first lien term loan. Concurrent with this repayment, the terms of the loan were amended. After the amendment, the first lien term loans had a total principal amount of $350.9 million and of this amount, CAD 149.9 million ($148.8 million) and $200.1 million was outstanding.

The amended term loans bear interest at Canadian prime Rate, US Base Rate or Base Rate plus a margin of 2.5% per annum or at the Canadian Bankers' Acceptances rate or LIBOR plus a margin of 3.5% per annum depending on the type of funding selected by the Company. These margins increase by 0.25% per annum on each of August 1, 2009 and August 1, 2010. The terms of the principal repayment were not changed under the amendment.

An additional first lien term loan of $28.0 million was entered into during the year ended October 31, 2007 having an original maturity of September 30, 2008 and bearing interest at LIBOR plus a margin of 1.75%. The loan was last amended on July 17, 2009 and now matures on July 16, 2010 and has an interest rate of LIBOR plus a margin of 5% per annum.

In August 2007, the Company entered into a series of second lien term loans having a principal amount of $131.4 million. These loans were drawn in CAD and USD. The term loans were fully repayable on September 1, 2012. The CAD term loans bore interest at a rate of BA plus a

margin of 5.5% per annum and the USD term loans bore interest at a rate of LIBOR plus a margin of 5.5% per annum.

In January 2008, the second lien term loans were amended to increase the principal by $34.7 million. Of the amended borrowings of $169.6 million at January 30, 2008, CAD 50.0 million ($49.6 million) and $119.2 million was borrowed. Under this amended agreement, the loans denominated in Canadian dollars bear interest at a rate of BA plus a margin of 7.5% per annum and the loans denominated in US dollars bear interest at LIBOR plus a margin of 7.5% per annum. These margins increase by 0.25% per annum on each of August 1, 2009 and August 1, 2010. In the first 12 months, the interest incurred on the increased borrowings of $34.7 million is not paid in cash but is added to the principal of the loan at incurs interest at an additional 0.25% premium.

If the loan is repaid prior to maturity, an interest prepayment penalty will be due based on when the prepayment is made (two-percent if prepaid before the second anniversary of the amendment, one-percent after the second anniversary and prior to the third anniversary, and none thereafter).

During 2007, the Company entered into a junior debt agreement with two lenders. The debt originally had a principal amount of CAD 230.0 million ($213.2 million), required quarterly interest payments based on an annual fixed rate of 12%, and was due to be repaid in full on October 1, 2012. In the event that the junior loan was repaid prior to maturity, a prepayment penalty equal to 36% of the outstanding principal less any actual cash interest payments made on the debt to the prepayment date would be incurred.

In January 2008, the Company repaid this junior debt in full and as a result, the Company incurred an early repayment penalty of $74.9 million which was recorded as additional interest expense. In addition, on the repayment date, all remaining unamortized deferred debt issuance costs of $20.8 million relating to this junior debt were expensed and are included within interest expense.

Concurrent with the prepayment of the junior debt, a new junior debt agreement (the "New Junior Debt") was entered into. The New Junior Debt provided for borrowings of $111.7 million and until being amended in 2009 bore interest at an initial fixed rate of 13% per annum, was payable quarterly, and was due October 1, 2012. At the end of the first and second anniversaries of the loan, the rate of interest increases by 0.25% such that commencing in the fourth year, interest on the loan is 13.5% through maturity. Penalties of up to two-percent will also be incurred based on timing of the prepayment. In the first year, the calculated interest was not payable in cash but was deferred and added to the loan principal amount.

During 2009, the lenders for the New Junior Debt agreed to amend the interest payments on the loan. Under the terms of this amendment, the cash component of the interest was modified to be a flat rate of 5% beginning on July 31, 2009 for one year. Subsequent to this, beginning on August 1, 2010, the Company has the option to incur a 13% cash interest per annum or a 5% cash interest per annum plus an 8% interest charge per annum which is deferred and added to the

principal amount of the debt, to be repayable upon maturity. Interest, including the impacts of any interest not paid in cash, compounds annually on the total debt balance. Assuming that the 8% non-cash interest is added to the principal, after considering this amendment, the amount due at maturity of the debt would increase to $148.7 million.

During fiscal 2007, the Company entered into a loan for CAD 196.0 million ($181.7 million) from Eimskip. This loan bore interest at 12% per annum and was due on July 29, 2010. Eimskip had the option to receive payment of principal in the form of cash if certain conditions have been met or through the issuance of common shares. Repayment of the loan was restricted by the terms of a subordination agreement in favor of the third party lenders. During fiscal 2008, the Company repaid the CAD 196.0 million ($197.2 million) through the issuance of 17.3 million common shares. In addition, all interest incurred on the loan was forgiven by Eimskip and during 2008 and 2007, $5,901 and $5,540, respectively, was recorded as a contribution from parent within equity.

In fiscal 2007, the Company entered into a second loan with Eimskip for proceeds of CAD 150.2 million ($132.2 million) due on December 31, 2011. This loan bears interest at 10% per annum. Per the terms of the agreement, the accrued interest is not payable until the earliest of: the maturity date of the loan; two years after the fiscal year end of the year in which the interest was accrued; and the date that there exists available excess cash flow not otherwise applied to the first and second lien term loans. For interest compounding purposes, the unpaid interest is added to the outstanding principal annually. In addition to the stated interest rate, the Company is required to compensate any holder of the debt for Canadian withholding taxes up to a maximum withholding rate of 10%. If no cash interest is paid before the maturity, the total amount due at maturity of the loan will be CAD 223.5 million ($207.1 million). During fiscal 2008, Eimskip forgave the interest amounts which had accrued during fiscal 2007 and an amount totaling $13,677 was recorded as a contribution from parent within equity.

As a result of the Yucaipa transaction as described in Note 2, Eimskip transferred its beneficial interest in the second loan to Yucaipa and all amounts due under this loan are now due to Yucaipa. The book value, net of applicable debt discount, outstanding at July 31, 2009 and October 31, 2008 is $123.3 million and $137.1 million, respectively.

The debt held by the Company is held by Versacold Logistics Canada Inc. and Versacold USA Inc. (collectively "VLC") and by Versacold International Corporation, VersaCold U.S. Inc., and Versacold Cascade Inc. (collectively "VIC"). VIC holds first lien revolving credit, first lien term loans, second lien term loans and junior debt, all in Canadian and US dollars. VLC holds first lien revolving credit in Canadian dollars and a first lien term loan in US dollars.

The first lien revolving credit facilities and first lien term loans held by VIC are secured by a first ranking priority over VIC's real property, VIC's assets other than real property and VLC's real property (with the exception of real property at one location having a net book value of $32 million

which has been separately pledged as collateral for a different borrowing). These facilities have a second ranking priority over VLC's assets other than real property. The VLC first lien term loan has first priority over the single above mentioned real property.

The VLC first lien revolving debt has first priority over the assets other than real property owned by VLC. VIC's second lien facilities are secured by second and third ranking priorities and the VIC junior debt is secured by third and fourth ranking priorities over all assets of VLC and VIC.

The Company's debt facilities (i) include certain restrictions and provide limits on payments of dividends, investments and capital expenditures, and (ii) require the compliance with certain financial covenants. The Company has complied with the restrictions described in clause (i) through the date of these statements, and was in compliance with all financial covenants referred to in clause (ii) as of July 31, 2009 (the most recent testing date therefore) and believes it will be in compliance with all of the foregoing covenants through July 31, 2010.

Additionally, the Company's debt facilities contain covenants which require the company to be in compliance with material agreements. The debt facilities define material agreements as those agreements the breach, nonperformance or cancellation of which, or the termination, revocation or lapse of which could reasonably be expected to have a material adverse effect and which cannot promptly be replaced by alternative comparable contracts with comparable commercial terms. At July 31, 2009, the Company was in compliance with these provisions of its debt facilities, and believes that it will continue to be in compliance through July 31, 2010. However, the Company is not able to predict either the outcome of the landlord litigation or the impact of the outcome of the landlord litigation, if any, described in note 17 on its ability to remain in compliance with these provisions.

The VLC term loan of $27 million matures July 16, 2010. The Company expects to find replacement mortgage financing, arrange a sale and leaseback of the mortgaged property, or seek to extend the maturity of the loan with its existing lender. However, there is no assurance that financing acceptable to the Company can be arranged on terms substantially similar to the existing loan.

On January 30, 2008, the Company completed the sale and leaseback of land, building and refrigeration equipment for 21 of its Canadian facilities for gross proceeds of $302.1 million. Concurrent with the sale, the Company agreed to lease the properties for up to 20 years with an initial annual rent of CAD 24.5 million ($22.7 million), increasing by 2% each year throughout the term. The lease terms are extendable at the discretion of the seller-lessee, for periods of between 10 and 20 years. The leases are guaranteed by an unsecured indemnity from Eimskip. As a result of additions made to one property by the landlord to during fiscal 2009, additional minimum lease payments of CAD 1.9 million ($1.8 million) per year (increasing at 2% each year throughout the term) are due through the remaining term of the lease.

In September 2007, the Company completed the sale and leaseback of land, building and refrigeration equipment for 12 of its Canadian facilities and 11 of its United States facilities for gross proceeds of $386.0 million. Concurrent with the sale, the Company agreed to lease the properties for up to 20 years with an initial annual rent of CAD 16.8 million ($15.6 million) for the properties in Canada plus $11.8 million for the properties located in the United States. The rent related to the properties in the United States increases annually by 1.75%. The lease terms are extendable at the discretion of the Company, for periods of between 10 and 20 years. The leases are guaranteed by an unsecured indemnity from Eimskip.

As these leases included guarantees for the lease payments by Eimskip, or because the Company has the ability to extend the lease through a period which exceeds 90% of the assets' remaining useful lives, the Company has concluded that it effectively has a continuing involvement in these properties. As a result, the Company determined that the transaction did not satisfy all the criteria set forth in SFAS No. 98, Accounting for Sales of Real Estate in determination of whether or not a sale has been consummated.

As a result, the Company has accounted for the sales of these properties as a financing arrangement. This requires that the Company not recognize any profit until the sale is consummated. Accordingly, the properties continue to be reflected on the Company's balance sheet within property, plant and equipment, and continue to be depreciated over their remaining useful lives. Total proceeds received, less payments made as of the balance sheet dates, are reflected within long-term debt with monthly rental payments divided between reductions of principal and payments of interest expense, similar to scheduled debt payments. In connection with the application of push-down accounting as described in Note 2, the lease obligations have been re-measured at a discount rate of 10% which Management believes represented a fair market rate at that date.

The following table details the amount of property, plant, equipment, and land that was sold and subsequently leased-back by the Company and are currently recorded within property, plant, and equipment as of July 31, 2009, and October 31, 2008:

The Company has entered into interest rate swap arrangements to hedge both CAD and USD denominated floating rate debt in order to mitigate the risk of changes in interest rates. Interest rate swap contracts with a total notional amount of $303 million have a receipt of variable interest in exchange for a payment of fixed rate interest of rates that range from 4.74% to 4.77%. All interest rate swaps mature on July 31, 2010. The fair value of the interest rate swaps recorded within the consolidated balance sheets for the period ended July 31, 2009 and year ended October 31, 2008 totaled $12.2 million and $11.0 million, respectively. Net gains (losses) due to the change in fair value of the interest rate swaps was $2.7 million and ($2.8 million), for the periods ended July 31, 2009 and June 30, 2009, respectively, and ($10.2 million) and ($1.4 million) for the years ended October 31, 2008 and 2007, respectively and has been recorded in interest expense in the statements of operations.

Financial instruments that could subject the Company to concentrations of credit risk are primarily accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the number of customers in our customer base and dispersion across different geographic locations.

55% of the Company's workforce is covered under collective bargaining agreements of which 2% will expire in the next year.

Effective November 1, 2008, the Company adopted FASB Statement No. 157, Fair Value Measurements ("SFAS No. 157"), which provides guidance on how to measure assets and liabilities recorded at fair value. SFAS No. 157 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

SFAS No. 157 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 establishes three levels of inputs that may be used to measure fair value:

The Company's financial instruments include cash and cash equivalents, trade and other receivables, long-term debt obligations, trade and other payables, lease obligations, due to and from related parties, and derivative instruments.

Financial assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following financial instruments:

The fair values of the interest rate swaps are determined using a discounted cash flow methodology taking into consideration the credit risk of the Company and the counterparty.

The carrying amounts of the Company's cash and cash equivalents, trade and other receivables, trade and other payables, and current amounts due to and from related parties approximate fair value due to their relative short maturity dates.

The fair value of the long-term debt is calculated based on the present value of future principal and interest cash flows discounted at estimated borrowing rates for similar debt instruments. At July 31, 2009, the carrying value and fair value of long-term debt was $1,320 million and $1,217 million respectively. At October 31, 2008 the carrying value and fair value was $1,402 million and $1,148 million, respectively.

The changes in the carrying amount of goodwill and the amount allocated by operating segment for the period June 30, 2009 through July 31, 2009 is as follows:

As the Company's goodwill was recorded at fair value in connection with the purchase of Tango by Yucaipa as described in Note 2 and pushed-down to the Company as of the date of the acquisition, June 30, 2009, the Company did not perform a goodwill impairment test for the period ended July 31, 2009 due to the relatively short timeframe since the transaction.

There were no changes in the goodwill balance between October 31, 2008 and June 30, 2009 and the Company did not recognize any goodwill impairment charges in the period ended June 30, 2009.

The changes in the carrying amount of goodwill and the amount allocated by operating segment for the year ended October 31, 2007 and October 31, 2008 are as follows:

In fiscal 2008, the Company completed the first step of its goodwill impairment test on each of its six reporting units and determined that the fair values of all reporting units, with the exception of 3PL, were below the carrying values. This conclusion was based upon consideration of the results of an appraisal of the Company's long-lived assets and internal estimates of discounted cash flows.

As a result, the Company performed the second step of its goodwill impairment test on five reporting units and determined that all the goodwill in each of them was fully impaired. As a result, in fiscal year 2008 the Company recorded a goodwill impairment charge of $250.6 million which is reflected in the table above.

The carrying value of the Company's Versacold brand name is $6.3 million and $17.0 million at July 31, 2009, and October 31, 2008, respectively.

In fiscal 2008, management concluded that its decision to combine the Versacold and Atlas operations under the Versacold brand resulted in a total impairment of the Atlas brand name which was recorded in connection with the purchase of Atlas as described in Note 4. As a result, the Company recorded an impairment charge in the amount of $7.3 million to fully write-off the asset. This impairment charge was recorded within the USA PRW/Transport segment.

The Company's finite-lived intangible asset subject to amortization is as follows:

The customer relationships have an expected useful live of 7 years and do not have a residual value. The estimated annual amortization expense related to the customer relationships for each of the next five years is $2.2 million. The weighted-average amortization period for the customer relationships is seven years.

The Company is authorized to issue an unlimited number of common shares without par value. As of July 31, 2009 and October 31, 2008, there were 122,395,487 shares issued and outstanding. There were no issuances affecting shareholder's equity during the periods ended June 30, 2009 or July 31, 2009.

During the year ended October 31, 2008, the Company issued 17,312,487 common shares in exchange for CAD 196,000 ($197,235) of loans due to its Parent (Note 5). The Company also issued 7,065,622 common shares in order to effect the acquisition of Eimskip Atlas (See Note 4).

During the year ended October 31, 2007, the Company issued 98,017,378 shares to its Parent for cash proceeds of CAD 98,018 ($90,579).

As a result of the push-down accounting described in Note 2, the amount reported as the balance of common shares has been reduced to a nominal amount.

	Successor			Predecessor			Predecessor			Predecessor

	July 31, 2009			June 30, 2009			October 31, 2008			October 31, 2007
Net income (loss) before income taxes	$	16,577		$	(11,793	)	$	(463,814	)	$	(40,508	)
Effective tax rate		30.7	%		30.7	%		31.0	%		35.6	%

Income tax using the Company's domestic tax rate		5,089			(3,620	)		(143,782	)		(14,421	)
Effect of different tax rates in foreign jurisdictions		382			1,740			2,866			4,371
Non-deductible expenses		200			1,432			1,589			200
Withholding and minimum taxes		119			1,191			5,648			754
Impairment of non-deductible goodwill		—			—			62,286			—
Effect of benefiting previously unrecognized tax losses		—			—			(4,173	)		—
Non-taxable items		(5,350	)		(575	)		9,370			(10,826	)
Increase (decrease) in tax contingency accrual		—			5,417			—			(5,065	)
Effect of tax rate changes on opening balance		331			1,469			3,652			—
Adjustment to valuation allowance		2,066			9,106			10,797			—
Other		15			4,588			(447	)		3,669

Total tax provision (benefit)	$	2,852		$	20,748		$	(52,194	)	$	(21,318	)

Applicable Canadian income taxes and foreign withholding taxes have not been provided on undistributed earnings of certain foreign subsidiaries at July 31, 2009 and October 31, 2008, since these earnings are considered indefinitely reinvested.

	July 31, 2009			October 31, 2008

	Successor			Predecessor
Deferred tax assets
Intangible assets & goodwill	$	23,379		$	11,191
Property, plant and equipment		13,351			17,484
Other assets		7,722			632
Long-term liabilities		31,015			30,397
Current liabilities		16,044			3,744
Non operating loss carry forwards		41,342			30,668
Capital loss carry forwards		—			8,401
Unrealized gain (loss)		7,883			7,973

		140,736			110,490
Valuation allowance		(24,160	)		(19,695	)

Total deferred tax assets		116,576			90,795

Deferred tax liabilities
Intangible assets & goodwill		(19,289	)		(20,233	)
Property, plant and equipment		(149,262	)		(122,895	)
Investment in subsidiary		(25,000	)		—
Other non-current assets		(790	)		(820	)
Current assets		(5,641	)		—
Long-term liabilities		(12,552	)		(11,816	)
Current liabilities		—			(350	)

Total deferred tax liabilities		(212,534	)		(156,114	)

Net deferred tax liabilities		(95,958	)		(65,319	)
The net deferred tax assets and liabilities are as follows:
Deferred tax assets, current		57,147			5,280
Deferred tax assets, long-term		59,429			85,515
Deferred tax liabilities, current		(30,642	)		(350	)
Deferred tax liabilities, long-term		(181,892	)		(155,764	)

	$	(95,958	)	$	(65,319	)

The Company periodically reviews its deferred tax assets for recoverability. A valuation allowance is established when the Company believes it is more likely than not that some portion of its deferred tax assets will not be realized. Valuation allowances have been provided to reduce deferred tax assets to amounts considered recoverable. The valuation allowance balance increased in both fiscal July 31, 2009 and October 31, 2008. The July 31, 2009 balance increased due to a an

increase on certain of the Company's deferred tax assets related to operations on Canada, while the October 31, 2008 balance increased due to a valuation allowance being applied against certain non-capital loss carry forward balances.

As of July 31, 2009 and October 31, 2008, the Company had approximately $140.3 million and $91.6 million, respectively, of net operating loss carry forwards. The losses are primarily in Canada and begin expire in various years between 2009 and 2028.

On November 1, 2007, the Company adopted FIN 48. The adoption did not result in any adjustment to opening retained earnings. FIN 48 requires uncertain tax positions to be classified as non-current income tax liabilities unless expected to be paid within one year. Upon adoption of FIN 48, there were no reclassifications of income tax liabilities from current to non-current on the Company's balance sheet.

The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of July 31, 2009 and October 31, 2008, there was $2,110,000 and nil, respectively, of accrued interest and penalties related to uncertain tax positions.

Following is a reconciliation of the beginning and ending amounts of the Company's gross unrecognized tax benefits:

As of July 31, 2009 and October 31, 2008, the total amount of unrecognized tax benefits was $21,742 and $13,495, respectively, of which $17,286 and $9,039, respectively, would affect the effective tax rate, if recognized.

The Company is subject to taxes in Canada, the United States and Australia, the tax years that remain subject to examination as of July 31, 2009 are as follows:

The Company sponsors defined contribution plans. The plans provide that under certain circumstances the Company makes matching contributions in addition to contributions made by the Company's employees. For the periods ended July 31, 2009, June 30, 2009 and the years ended October 31, 2008 and 2007, the Company's contributions to defined contribution plans were $1.0 million, $8.1 million, $13.4 million, and $10.6 million, respectively.

Subsequent to the acquisition of Atlas and the Versacold Fund (Note 4), in fiscal 2007, Company management entered into a plan to restructure certain activities of the combined company, including closure of the Atlas head office facilities, and termination or relocation of 46 employees due to redundancy. The Company also determined that as a result of the plan, a loss on the sublease of the Atlas head office would also be incurred at the cease-use date (the date the plan was entered into). At the initiation of the plan, the Company estimated total restructuring costs of $7.7 million related to these actions would be incurred. The employee severance and relocation costs were recorded in selling, general and administrative, and the loss incurred on the sublease is included within cost of operations. The following table details the timing and recognition of the liability, payments, and adjustments relating to this action:

At July 31, 2009, the remaining restructuring provision of $1.3 million recorded in other liabilities relates to the expected loss on the sub-lease, which expires in 2013.

In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reliably estimated, then a loss is recorded.

In addition to the matter discussed below, the Company may be subject to litigation and claims arising from the ordinary course of business. In the opinion of management, the outcome of these matters will not have a material impact on the Company's financial position, results of operations, or cash flows.

A class action was commenced by former investors of Atlas against a former subsidiary of Eimskip Atlas Canada Inc. and others. In the amended Statement of Claim, the plaintiffs asserted that they were bringing the action on behalf of all persons in Canada who purchased or acquired units of the Atlas in the period from March 1, 2002 to August 29, 2003 and held them at the close of business on August 29, 2003 except for certain excluded individuals. In the class action, the plaintiffs claimed, on behalf of the class, punitive damages as well as other relief, alleging negligent and fraudulent misrepresentation, conspiracy, negligence and breach of the Ontario Securities Act relating to the restatement of the consolidated financial statements of the Atlas for 2002 and 2001. The class action litigation was settled for approximately $9.3 million in October 2008 at the amount accrued upon acquisition of Atlas.

One landlord has commenced an eviction action in the state of Minnesota relating to one warehouse resulting alleging that Eimskip's composition activities constitute a default entitling the landlord to dispossess the Company from the premises. The Company has filed an action in federal court seeking a declaration that the Company is not in default and/or is not in material breach of this lease or 10 other leases with related landlords. The Company also filed an action in state court seeking a declaration that it is not in default and/or is not in material breach under the Minnesota lease, which action has been removed to and is now pending in federal court. In both federal actions, the landlords have asserted counterclaims asking for a declaration that Eimskip's composition activities are a default under the respective leases entitling the landlords to their remedies under the leases. The Company is not able to predict the outcome of the landlord litigation or the impact, if any, of the outcome of the landlord litigation.

The Company has outstanding letters of credit for certain asset construction projects and for self-insured workers' compensation. At July 31, 2009 and October 31, 2008, the total letters of credit outstanding is $34.0 million and $33.5 million, respectively.

Aggregate minimum lease payments under existing non-capitalized long-term leases are as follows for the 12 months ended July 31:

Total rental expense under operating leases was $3,010 and $20,683 for the one month period ended July 31, 2009 and eight month period ended June 30, 2009, respectively, and $37,732, and $20,625 for the years ended October 31, 2008 and 2007, respectively.

The Company's businesses are organized, managed and internally grouped into segments based on geographical areas. The Company manages its operations in six operating business segments: Australia, Canada PRW/Transport, United States PRW/Transport, Third Party Logistics ("3PL") (Canada and the United States), New Zealand and Argentina. The principal business activities of the regional segments include warehousing, freezing, processing and distributing food and providing transportation and third party logistics to customers. In Canada and the United States, third party logistic operations are significant and are separately managed, therefore they have been disclosed as a separate segment from the operations of the respective countries.

The Company measures the profit of its segments as "profit contribution before rent" which is determined by consolidating the results of all components of the operating segment, which is defined as total revenues less cost of operations for each respective segment in accordance with policies and procedures described in Note 3. As a result of the transaction as described in Note 2, results are presented for predecessor and successor periods.

There are no inter-segment transactions affecting profit contribution before rent. Revenues are attributed to business segments based on the warehouse location. Total assets are attributed to business segments based on asset location.

The following table shows the reconciliation from total profit contribution before rent on a segmented basis to Net income (loss) before tax.

	One Month Ended July 31, 2009			Eight Months Ended June 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007

Profit contribution before rent	$	18,277		$	152,618		$	252,762		$	116,120
Depreciation and amortization		5,051			52,859			84,524			42,953
Facility Rent		1,683			13,470			26,295			17,192
Selling, general and administrative expense		3,181			24,160			45,349			27,938
Impairment of intangible assets		—			—			7,287			—
Impairment of goodwill		—			—			250,648			—
Other operating income, net		(798	)		(1,393	)		(251	)		(215	)
Interest income		—			—			(1,057	)		(720	)
Interest expense		8,745			83,160			240,055			104,665
Foreign exchange (gain) loss		(16,732	)		(7,998	)		61,821			(35,902	)
Other non-operating expense (income), net		570			153			1,905			717

Net Income (loss) before income tax provision	$	16,577		$	(11,793	)	$	(463,814	)	$	(40,508	)

In addition to the related party borrowings described in note 5, the Company maintains a lending relationship with Straumur-Burdaras Investment Bank hf ("Straumur"). This relationship consists of loans from Straumur totaling $126.9 million in junior debt and $38.6 million in second lien facilities at July 31, 2009 ($122.9 million and $37.7 million respectively at October 31, 2008). A former significant indirect shareholder of the Company was the chairman of Straumur until it was nationalized by the Republic of Iceland on March 9, 2009.

The following table itemizes the expenses incurred by us in connection with the issuance and registration of the securities being registered hereunder. All amounts shown are estimates except the SEC registration fee and the FINRA filing fee.

Since December 14, 2006, we have issued the following securities that were not registered under the Securities Act of 1933, as amended (the "Securities Act"):

1. In January 2009 we issued 125 shares of our 12.5% Series A Cumulative Non-Voting Preferred Shares for aggregate consideration of $125,000. These shares were issued to "accredited investors" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act ("Regulation D") in a transaction deemed exempt from the registration requirements of the Securities Act, in reliance on either or both of Regulation D or Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

2. Pursuant to our 2008 Equity Incentive Plan, since December 1, 2008, we have issued stock options to purchase an aggregate of 2,676,519 of our common shares at exercise prices between $11.32 and $17.37 to our trustees, officers, employees and other eligible plan participants. The issuance of such stock options are deemed to be exempt from the registration requirements of the Securities Act, in reliance on either or both of Rule 701 promulgated under the Securities Act or Section 4(2) of the Securities Act, as transactions by an issuer not involving a public offering or transactions pursuant to compensatory benefit plans and contracts relating to compensation.

3. In December 2009, we issued to the Yucaipa investment funds that own the 49% equity interest in Versacold warrants to purchase 10,614,068 common shares of our company at an exercise price of $17.17 per share in a transaction deemed exempt from the registration requirements of the Securities Act in reliance on Section 4(2) of the Securities Act.

4. In connection with the formation transactions, we will issue to certain management employees of Versacold who will join us following the formation transactions options to purchase an aggregate of of our common shares at an exercise price equal to the initial public offering price of our common shares plus an aggregate of of our common shares in the form of restricted stock or restricted stock units, in a transaction deemed exempt from the registration requirements of the Securities Act in reliance on Section 4(2) of the Securities Act.

The Maryland REIT law permits a Maryland real estate investment trust to include in its declaration of trust a provision eliminating the liability of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our declaration of trust contains such a provision which eliminates such liability to the maximum extent permitted by the Maryland law.

Our declaration of trust authorizes our company, to the maximum extent permitted by Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former trustee or officer or (b) any individual who, while a trustee or officer of our company and at the request of our company, serves or has served another real estate investment trust, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise as a trustee, director, officer, partner, employee or agent of such real estate investment trust, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his status as a present or former Trustee or officer of our company. Our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former trustee or officer who is made, or threatened to be made, a party to the proceeding by reason of his service in that capacity or (b) any individual who, while a Trustee or officer of our company and at the request of our company, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a trustee, director, officer, member, manager or partner of such corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made, or threatened to be made, a party to the proceeding by reason of his service in that capacity, against any claim or liability to which he may become subject by reason of such status. Our declaration of trust and bylaws also permit us, with the approval of our board of trustees, to indemnify and advance expenses to any person who served a predecessor of our company in any of the capacities described above and to any employee or agent of our company or a predecessor of our company. Our bylaws require us to indemnify a trustee or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity against reasonable expenses incurred in connection with such proceeding.

The Maryland REIT law permits a Maryland real estate investment trust to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted by the Maryland General Corporation Law (the "MGCL") for directors and officers of Maryland corporations. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the

director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment on the basis that a personal benefit was improperly received, unless, in either case, a court order indemnification, and then only for expenses. In accordance with the MGCL, our bylaws require us, as a condition to advancing expenses, to obtain (a) a written affirmation by the trustee or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by our company as authorized by our bylaws and (b) a written statement by or on his behalf to repay the amount paid or reimbursed by our company if it shall ultimately be determined that the standard of conduct was not met.



1.1	*	Form of Underwriting Agreement.
2.1	*	Formation Agreement, dated .
3.1	*	Third Amended and Restated Declaration Trust of Americold Realty Trust.
3.2	*	Amended and Restated Bylaws of Americold Realty Trust.
3.3	*	Limited Partnership Agreement of Americold Realty Operating Partnership, L.P.
4.1	*	Form of stock certificate.
4.2	*	Indenture related to Senior Secured Notes.
5.1	*	Opinion of Venable LLP as to the legality of the securities being offered.
8.1	*	Opinion of Arnall Golden Gregory LLP regarding certain tax matters.
10.1		Loan Agreement, dated as of November 27, 2006, by and among ART Mortgage Borrower Propco 2006-1A L.P., ART Mortgage Borrower Opco 2006-1A L.P. and UBS Real Estate Securities Inc.
10.2		Loan Agreement, dated as of December 8, 2006, by and among ART Mortgage Borrower Propco 2006-1B L.P., ART Mortgage Borrower Opco 2006-1B L.P. and UBS Real Estate Securities Inc.
10.3		First Amendment to Loan Agreement, dated as of March 9, 2007, by and among ART Mortgage Borrower Propco 2006-1B L.P., ART Mortgage Borrower Opco 2006-1B L.P. and UBS Real Estate Securities Inc.
10.4		Loan Agreement, dated as of December 8, 2006, by and among ART Mortgage Borrower Propco 2006-1C L.P., ART Mortgage Borrower Opco 2006-1C L.P. and UBS Real Estate Securities Inc.
10.5		First Amendment to Loan Agreement, dated March 9, 2007, by and among ART Mortgage Borrower Propco 2006-1C L.P., ART Mortgage Borrower Opco 2006-1C L.P. and UBS Real Estate Securities Inc.



10.6		Loan Agreement, dated as of December 8, 2006, by and among ART Mortgage Borrower Propco 2006-2 L.P., ART Mortgage Borrower Opco 2006-2 L.P., German American Capital Corporation and JPMorgan Chase Bank, N.A.
10.7		First Amendment to Loan Agreement, dated February 28, 2007, by and among ART Mortgage Borrower Propco 2006-2 L.P., ART Mortgage Borrower Opco 2006-2 L.P., German American Capital Corporation and JPMorgan Chase Bank, N.A.
10.8		Loan Agreement, dated as of December 8, 2006, by and among ART Mortgage Borrower Propco 2006-3 L.P., ART Mortgage Borrower Opco 2006-3 L.P. and Citigroup Global Markets Realty Corp.
10.9		First Amendment to Loan Agreement, dated as of February 28, 2007, by and among ART Mortgage Borrower Propco 2006-3 L.P. ART Mortgage Borrower Opco 2006-3 L.P. and Citigroup Global Markets Realty Corp.
10.10	*	Credit Agreement, dated as of October 10, 2008, by and among AmeriCold Logistics, LLC, Americold Logistics Managed, LLC, Americold Logistics Transportation, LLC, Cold Chain Transportation, LLC, ART Real Estate Borrower I, LLC and Wells Fargo Foothill, LLC.
10.11	*	Employment Agreement dated between AmeriCold Logistics, LLC and Jozef Opdeweegh.
10.12	*	Employment Agreement dated between AmeriCold Logistics, LLC and H. Brent Sugden.
10.13	*	Employment Agreement dated between AmeriCold Logistics, LLC and Ronald B. Hutchison.
10.14	*	Employment Agreement dated between AmeriCold Logistics, LLC and Neal J. Rider.
10.15	*	Employment Agreement dated between AmeriCold Logistics, LLC and Timothy L. Oglesby.
10.16	*	Employment Agreement dated between AmeriCold Logistics, LLC and Chris E. Hughes.
10.17	*	Employment Agreement dated between AmeriCold Logistics, LLC and Gregory A. Bryan.
10.18	*	Employment Agreement dated between AmeriCold Logistics, LLC and Susan C. Haley.
10.19		Americold Supplemental Executive Retirement Plan, effective as of January 1, 2005.
10.20		Americold Supplemental Executive Retirement Plan Pension Restoration Agreement dated July 7, 2005 between AmeriCold Logistics, LLC and Gregory A. Bryan.
10.21		Americold Supplemental Executive Retirement Plan Pension Restoration Agreement dated December 5, 2005 between AmeriCold Logistics, LLC and Neal J. Rider.
10.22		Americold Realty Trust 2008 Equity Incentive Plan.
10.23		Form of Stock Option Agreement in connection with stock option grants made pursuant to Americold Realty Trust 2008 Equity Incentive Plan.
10.24	*	Stock Option Agreement between Americold Realty Trust and Jozef Opdeweegh.
10.25	*	Americold Realty Trust 2010 Equity Incentive Plan.
10.26	*	Form of Stock Option Agreement in connection with stock option grants made pursuant to Americold Realty Trust 2010 Equity Incentive Plan.
10.27	*	Warrant to purchase 6,398,648 common shares, dated December 10, 2009.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that the registrant meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on this 14^th day December, 2009.

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jozef Opdeweegh and Ronald B. Hutchison, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement, and any and all amendments thereof (including post-effective amendments), and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates as indicated.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

Title of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee




Common shares, $0.01 par value per share	$690,000,000	$38,502

	Per Share	Total

Initial public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to Americold Realty Trust	$	$


Common shares offered by us		shares
Common shares subject to underwriters' option to purchase additional common shares		shares
Common shares to be outstanding after this offering		shares(1)
Use of proceeds		We intend to use $ million of the proceeds of this offering, together with the proceeds of the concurrent senior secured notes offering, to fund the consideration required for the formation transactions and to pay certain expenses and taxes related to this offering and the formation transactions. Any proceeds remaining after the uses set forth above will be used for general corporate purposes and potentially to fund future acquisitions.
Proposed New York Stock Exchange ("NYSE") symbol		" "

		(in millions)

Sources of funds:
	Gross proceeds from sale of common shares offered hereby(1)	$
	Gross proceeds from issuance of senior secured notes

	Total	$

Uses of funds:
	Consideration for formation transactions	$
	Underwriting discounts and commissions and financial advisory fees
	Other expenses of the formation transactions
	Excess cash

	Total	$


*With copies to:*
Robert B. Knauss, Esq. Munger, Tolles & Olson LLP 355 South Grand Avenue, 35th Floor Los Angeles, CA 90071 (213) 683-9100		Robert W. Downes, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000


Deutsche Bank Securities		RBC Capital Markets		Wells Fargo Securities

		Pro Forma			Combined			Americold Successor			Americold Predecessor			Americold Predecessor			Americold Predecessor

		Year Ended December 31, 2008			(non-GAAP) Year Ended December 31, 2008			April 1, 2008 to December 31, 2008			January 1, 2008 to March 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2006
Net loss		$	(166,788	)	$	(11,591	)	$	(6,939	)	$	(4,652	)	$	(17,411	)	$	(24,745	)
	Adjustments:
	Depreciation, depletion and amortization		136,048			89,991			68,993			20,998			83,651			73,025
	Interest expense		98,933			65,483			49,361			16,122			65,168			81,890
	Income tax benefit		(8,891	)		717			796			(79	)		775			1,835

EBITDA		$	59,302		$	144,600		$	112,211		$	32,389		$	132,183		$	132,005
	Adjustments:
	Impairment of intangible assets		7,287			—			—			—			—			—
	Impairment of goodwill		206,827			—			—			—			—			—

Adjusted EBITDA		$	273,416		$	144,600		$	112,211		$	32,389		$	132,183		$	132,005

		Preferred Shares

Year Declared		# of Shares Outstanding		Dividends		Amount Declared per Share		Date Paid
2006			132	$	13,200	$	100.00		4/24/2006
2006			500		50,000		100.00		4/25/2006

	Total 2006		632	$	63,200

2007			132	$	13,200		100.00		5/9/2007
2007			500		50,000		100.00		5/10/2007

	Total 2007		632	$	63,200

2008			132	$	13,200		100.00		2/26/2008
2008			500		50,000		100.00		2/26/2008
2008			632		63,200		100.00		1/26/2009

	Total 2008		632	$	126,400

2009			632	$	5,021		7.95		1/26/2009
2009			125		6,554		52.43		6/17/2009

	As of September 30, 2009		125	$	11,575


Initial public offering price per share			$
	Net tangible book value per share before the formation transactions and sale of senior secured notes and this offering⁽¹⁾
	Net increase in pro forma net tangible book value per share attributable to the formation transactions and sale of senior secured notes and this offering

Pro forma net tangible book value per share after the formation transactions and sale of senior secured notes and this offering⁽²⁾

Dilution in pro forma net tangible book value per share to new investors⁽³⁾		$

		September 30, 2009		December 31, 2008		December 31, 2007		December 31, 2006		December 31, 2005		December 31, 2004

Balance Sheet Data:
	Total assets	$	1,596,725	$	1,640,160	$	1,446,975	$	1,479,367	$	1,371,523	$	1,432,037
	Total debt(3)		1,092,185		1,095,150		1,119,279		1,125,094		756,743		753,681
	Shareholders' equity		375,787		400,201		233,579		262,337		490,800		530,439

	Property Plant and Equipment Excluding Land		Intangible Assets			Total

Asset balances resulting from the transaction	$	1,161,094	$	30,561			N/A
Divided by weighted average life (in years)		13		20
Pro forma annual depreciation, depletion and amortization expense	$	89,901	$	1,528		$	91,429
Historical annual depreciation, depletion and amortization expense		88,437		1,554			89,991

Pro forma increase (decrease) of depreciation, depletion and amortization for the period from January 1, 2008 to March 31, 2008	$	1,464	$	(26	)	$	1,438

	Property, Plant and Equipment Excluding Land			Intangible Assets			Total

Asset balances resulting from the transaction as of beginning of periods	$	750,276		$	15,000			N/A
Divided by weighted average life (in years) as of beginning of periods		18			7
Pro forma annual depreciation and amortization expense	$	42,487		$	2,142		$	44,629
Historical annual depreciation and amortization expense		37,829			12,329			50,158

Pro forma increase (decrease) of depreciation and amortization expense for the year ended October 31, 2008	$	4,658		$	(10,187	)	$	(5,529	)

Pro forma increase of depreciation and amortization expense for the period ended June 30, 2009	$	28,324		$	1,428		$	29,752
Historical interim depreciation and amortization expense		29,227			4,503			33,730

Pro forma decrease of depreciation and amortization expense for the period ended June 30, 2009	$	(903	)	$	(3,075	)	$	(3,978	)


Repayment of long-term debt		$	647,982
Repayment of borrowings under revolving line of credit			34,950
Repayment of mortgage notes			1,981
Settlement of derivative liabilities in connection with interest rate swaps related to the long-term debt described above			12,239
Excess cash

	Total	$

	Nine Months Ended September 30, 2009			Year Ended December 31, 2008

Interest expense on the new senior secured notes	$	(18,000	)	$	(24,000	)
Amortization of deferred debt issuance costs		(609	)		(813	)
Less: Reduction in interest expense for repayment of Versacold debt		34,660			53,175

Pro forma adjustment to interest expense	$	16,051		$	28,362


Goldman, Sachs & Co.		J.P. Morgan

		Payments Due by Period

Contractual Obligations		Total		Less than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Principal on mortgage loans		$	1,055,695	$	—	$	5,695	$	325,000	$	725,000
Interest on mortgage loans, above(a)			347,475		58,042		110,547		107,387		71,499
Capital lease obligations, including interest(b)			65,470		10,894		13,458		7,897		33,221
Operating leases(c)			28,598		8,346		12,096		3,248		4,908
Purchase obligations(d)			1,143		—		1,143		—		—

	Total	$	1,498,381	$	77,282	$	142,939	$	443,532	$	834,628

					As of September 30, 2009

		Maturity			Interest Rate			Historical			Pro Forma
Revolving line of credit			10/2013			6.25	%	$	4		$	4
Mortgage loans collateralized by:
	4 warehouses — Pool 1A tranche		12/2016			5.55	%	$	194,000		$	194,000
	4 warehouses — Pool 1B tranche		12/2016			5.43	%		65,700			65,700
	7 warehouses — Pool 1C tranche		12/2016			5.43	%		115,300			115,300
	20 warehouses — Pool 2 tranche		2/2016			5.40	%		350,000			350,000
	15 warehouses — Pool 3 tranche		1/2014			5.46	%		325,000			325,000
Less debt discount									(17,441	)		(17,441	)

	Mortgage loans net of debt discount								1,032,560			1,032,560

Mortgage notes on sale-leaseback warehouses			(1	)		(1	)		5,695			124,739	(1)

Senior secured notes									—			300,000

Total								$	1,038,255		$	1,457,299

Total Usage

Under $25,000,000	3.00	%	2.50	%
$25,000,000 - $40,000,000	3.50		3.00
Over $40,000,000	4.00		3.50

	For the Nine Months Ended September 30, 2009 (unaudited)

			April 1, 2008 to September 30, 2008 (unaudited)		January 1, 2008 to March 31, 2008 (Predecessor)		April 1, 2008 to December 31, 2008 (Successor)		For the Years Ended December 31,
			April 1, 2008 to September 30, 2008 (unaudited)		January 1, 2008 to March 31, 2008 (Predecessor)		April 1, 2008 to December 31, 2008 (Successor)		2007		2006
Maintenance capital expenditures	$	23,074	$	13,041	$	4,213	$	14,498	$	18,995	$	14,819

	Americold Predecessor

	For the Years Ended December 31,
	2007			2006
Net cash provided by operating activities	$	51,158		$	34,346
Net cash used in investing activities		(95,493	)		(64,239	)
Net cash (used in) provided by financing activities		(25,300	)		97,147

Warehouse Tenant Type				Credit Rating

Food Producer	5.7	%	40	Baa2/BBB
Food Producer	5.3	%	40	Baa2/BBB
Food Producer	4.6	%	25	B2/B-
Retailer	4.0	%	15	A3/A-
Food Producer	3.7	%	20	NR/NR
Food Producer	3.3	%	22	Baa1/BBB+
Food Producer	3.2	%	10	NR/NR
Retailer	3.1	%	6	NR/NR
Food Producer	2.8	%	12	A1/A+
Food Producer (an affiliate of another warehouse tenant included in the top ten)	2.7	%	40	NR/NR
Weighted Average Length of Relationship of top ten customers (based on year-to-date warehouse revenues as of September 30, 2009)			25

Name and principal position		Salary		Bonus		Option Awards(1)		Non-Equity Incentive Plan Compensation		Changes in Non-Qualified Deferred Compensation Earnings		All Other Compensation(2)		Total

Jozef Opdeweegh Chief Executive Officer, Trustee(2)	2008	$	216,667	$	450,000		—		—		—	$	14,327	$	680,994
Neal J. Rider Chief Operating Officer and President of International Business	2008		500,000		—	$	1,204	$	351,139		—		822,278		1,674,621
Ronald B. Hutchison Chief Financial Officer and Executive Vice President	2008		375,000		—		860		175,570		—		362,804		914,234
Chris E. Hughes Executive Vice President of Business Development	2008		266,130		—		860		75,947	$	205		25,280		368,422
Gregory A. Bryan Executive Vice President of Transportation	2008		272,369		—		860		75,947		847		36,960		386,993
George A. Schnug Former Chief Executive Officer(3)	2008		415,385		—		—		—		—		2,407,008		2,822,393

	Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Name	Threshold		Target		Maximum
Jozef Opdeweegh(1)		—		—		—
Neal J. Rider(2)	$	34,150	$	375,000	$	750,000
Ronald B. Hutchison(3)		25,613		187,500		562,500
Chris E. Hughes(4)		—		96,250		144,375
Gregory A. Bryan(4)		—		96,250		144,375
George A. Schnug(5)		—		—		—

Name			Exercise or Base Price of Option Awards ($/Share)

Jozef Opdeweegh	—	—		—	—
Neal J. Rider	December 15, 2008	148,486	$	11.32	161,850
Ronald B. Hutchison	December 15, 2008	106,061		11.32	115,606
Chris E. Hughes	December 15, 2008	106,061		11.32	115,606
Gregory A. Bryan	December 15, 2008	106,061		11.32	115,606
George A. Schnug	—	—		—	—

	Option Awards(1)

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price		Option Expiration Date
Jozef Opdeweegh		—		—		—	—
Neal J. Rider		—		148,486	$	11.32	December 15, 2018
Ronald B. Hutchison		—		106,061		11.32	December 15, 2018
Chris E. Hughes		—		106,061		11.32	December 15, 2018
Gregory A. Bryan		—		106,061		11.32	December 15, 2018
George A. Schnug		—		—		—	—

Name	Plan Name		Present Value of Accumulated Benefit

Chris E. Hughes	AmeriCold Retirement Income Plan	4	$	3,801	—
Gregory A. Bryan	AmeriCold Retirement Income Plan	6		15,705	—

Name	Executive Contributions in 2008		Registrant Contributions in 2008(1)				Aggregate Balance at December 31, 2008

Jozef Opdeweegh		—		—	—	—		—
Neal J. Rider	$	35,000	$	52,212	—	—	$	159,133
Ronald B. Hutchison		—		—	—	—		—
Chris E. Hughes		7,984		7,984	—	—		34,799
Gregory A. Bryan		27,244		17,415	—	—		167,331
George A. Schnug		29,077		12,462	—	—		126,795

Name	Aggregate Loss in 2008

Neal J. Rider	$	70,157
Chris E. Hughes		18,004
Gregory A. Bryan		91,910
George A. Schnug		76,940

Underwriters				Number of Common Shares

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Deutsche Bank Securities Inc.
RBC Capital Markets Corporation
Wells Fargo Securities, LLC
		Total


Audited Consolidated Financial Statements:
	Report of Independent Registered Public Accounting Firm	F-2
	Consolidated Balance Sheets as of December 31, 2008 and 2007	F-3
	Consolidated Statements of Income for the Periods January 1, 2008 through March 31, 2008, April 1, 2008 through December 31, 2008, and Years Ended December 31, 2007 and December 31, 2006	F-5
	Consolidated Statements of Shareholders' Equity for the Periods January 1, 2008 through March 31, 2008, April 1, 2008 through December 31, 2008, and Years Ended December 31, 2007 and December 31, 2006	F-6
	Consolidated Statements of Cash Flows for the Periods January 1, 2008 through March 31, 2008, April 1, 2008 through December 31, 2008 (Restated), and Years Ended December 31, 2007 and December 31, 2006	F-8
	Notes to Consolidated Financial Statements as of December 31, 2008 and 2007 and for the Periods January 1, 2008 through March 31, 2008, April 1, 2008 through December 31, 2008, and Years Ended December 31, 2007 and December 31, 2006	F-9
	Schedule II — Valuation and Qualifying Accounts	F-57
	Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2008	F-58
Unaudited Consolidated Financial Statements:
	Consolidated Balance Sheet as of September 30, 2009	F-41
	Consolidated Statements of Income for the Nine Months Ended September 30, 2009 and for the Periods of January 1, 2008 through March 31, 2008 and April 1, 2008 through September 30, 2008	F-43
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and for the Periods of January 1, 2008 through March 31, 2008 and April 1, 2008 through September 30, 2008	F-44
	Notes to Unaudited Consolidated Financial Statements as of September 30, 2009 and the Nine Months Ended September 30, 2009 and for the Periods of January 1, 2008 through March 31, 2008 and April 1, 2008 through September 30, 2008	F-45
Versacold International Corporation
Audited Consolidated Financial Statements
	Report of Independent Registered Public Accountant	F-61
	Consolidated Balance Sheets as of July 31, 2009 and October 31, 2008	F-62
	Consolidated Statements of Operations for the Periods July 1, 2009 through July 31, 2009, November 1, 2008 through June 30, 2009, and Years Ended October 31, 2008 and October 31, 2007	F-63
	Consolidated Statements of Change in Shareholder's Equity for the Periods November 1, 2008 through June 30, 2009 and July 1, 2009 through July 31, 2009 and for the Years Ended October 31, 2008 and October 31, 2007	F-64
	Consolidated Statements of Cash Flows for the Periods July 1, 2009 through July 31, 2009, November 1, 2008 through June 30, 2009, and Years Ended October 31, 2008 and October 31, 2007	F-65
	Notes to Consolidated Financial Statements	F-66

	Preliminary Allocation March 31, 2008

Property, plant, and equipment	$	1,341,173
Accounts receivable		97,738
Leasehold interests — below market leases		9,930
Identifiable intangible assets		46,500
Goodwill*		121,938
Other assets		52,848
Accounts payable and accrued expenses		(96,108	)
Mortgage payables		(1,035,375	)
Capital lease obligations		(62,091	)
Leasehold interests — above market leases		(5,135	)
Other liabilities		(15,054	)
Deferred tax liability		(16,639	)

	$	439,725

	Goodwill By Segment

	Warehouse		Transportation		Warehouse Management		Other		Total
December 31, 2008	$	95,095	$	2,982	$	23,861	$	—	$	121,938
Final Valuations		2,153		68		541		—		2,762

September 30, 2009	$	97,248	$	3,050	$	24,402	$	—	$	124,700

	December 31, 2008 Successor									December 31, 2007 Predecessor

	Gross			Accumulated Amortization			Net			Gross		Accumulated Amortization			Net
Customer relationship intangible assets	$	30,561		$	(1,146	)	$	29,415		$	43,650	$	(5,935	)	$	37,715
Below market lease assets		9,930			(987	)		8,943			—		—			—
Above market lease liabilities		(5,135	)		1,212			(3,923	)		—		—			—

For the 12 Months Ended December 31,	Estimated Net Amortization of Intangible Assets		Estimated Net Increase (Decrease) to Lease Expense Related to Above and Below Market Leases

2009	$	1,528	$	(301	)
2010		1,528		(741	)
2011		1,528		330
2012		1,528		330
2013		1,528		442
Thereafter		21,775		4,960

Total	$	29,415	$	5,020

	2008		2007

	Successor		Predecessor
Trade payables	$	22,505	$	22,911
Accrued workers' compensation expenses		10,306		12,989
Accrued payroll and related expenses		18,504		14,130
Dividend payable		17,498
Other accrued expenses		29,058		28,737

	$	97,871	$	78,767

Years Ending December 31,

2009		$	12,302
2010			12,180
2011			6,797
2012			4,487
2013			3,425
Thereafter			37,839

	Total minimum lease payments		77,030
Interest portion			(18,640	)

Present value of net minimum payments		$	58,390