false0001455863
0001455863
2020-02-20
2020-02-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 20, 2020
AMERICOLD REALTY TRUST
(Exact name of registrant as specified in its charter)
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Maryland | 001-34723 | 93-0295215 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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10 Glenlake Parkway, | South Tower, Suite 600 | |
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Atlanta, | Georgia | | 30328 |
(Address of principal executive offices) | | (Zip Code) |
(678) 441-1400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Shares of Beneficial Interest, $0.01 par value per share | | COLD | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 — Results of Operations and Financial Condition.
Item 7.01— Regulation FD Disclosure.
On February 20, 2020, Americold Realty Trust (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter and year ended December 31, 2019. A copy of the press release as well as a copy of the supplemental information referred to in the press release are available on the Company’s website and are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.
The foregoing information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and Item 7.01, “Regulation FD.” The information in Items 2.02 and 7.01 of this Current Report on Form 8-K and the exhibits furnished therewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.
Item 8.01 - Other Events.
On February 20, 2020, the Company issued a press release announcing that it had entered into a definitive agreement to acquire a 15% interest in SuperFrio Armazéns Gerais S.A. (“SuperFrio”), a privately-held provider of temperature-controlled warehousing and logistics services in Brazil, for an aggregate purchase price of approximately BRL $118 million.
A copy of the press release is furnished with this report as Exhibit 99.3 and incorporated herein by reference.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | | Description |
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| | Press Release dated February 20, 2020 for the fourth quarter ended December 31, 2019. |
| | Supplemental Information Package for the fourth quarter ended December 31, 2019. |
| | Press release dated February 20, 2020 announcing strategic joint venture to own 15% of SuperFrio |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 20, 2020
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| AMERICOLD REALTY TRUST |
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| By: | /s/ Marc J. Smernoff |
| | Name: Marc J. Smernoff |
| | Title: Chief Financial Officer and Executive Vice President |
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