Filing Details

Accession Number:
0000769993-18-000488
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-09-20 18:35:29
Reporting Period:
2018-09-18
Accepted Time:
2018-09-20 18:35:29
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1455863 Americold Realty Trust COLD () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1232073 Goldman, Sachs Management Gp Gmbh 200 West Street
New York NY 10282
No No No No
1394278 Gscp Vi Offshore Advisors, L.l.c. 200 West Street
New York NY 10282
No No No No
1394286 Gscp Vi Advisors, L.l.c. 200 West Street
New York NY 10282
No No No No
1394288 Gs Advisors Vi, L.l.c. 200 West Street
New York NY 10282
No No No No
1646000 Opportunity Partners Offshore-B Co-Invest Aiv Advisors, Ltd. 200 West Street
New York NY 10282
No No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Shares Disposition 2018-09-18 9,083,280 $0.00 14,746,324 No 4 S Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See Footnotes
Footnotes
  1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Fund, L.P. ("GS Cap Partners VI"), GS Capital Partners VI GmbH & CO. KG ("GS Germany"), Opportunity Partners Offshore-B Co-Invest AIV, L.P. ("Opportunity Partners" and, together with GS Parallel, GS Offshore, GS Cap Partners VI and GS Germany, the "GS Funds"), GSCP VI Offshore IceCap Investment, L.P. ("GSCP Offshore IceCap Investment"), GSCP VI GmbH IceCap Investment, L.P. ("GSCP GmbH IceCap Investment"), IceCap2 Holdings, L.P. ("IceCap2 Holdings" and, together with GS Parallel, GSCP Offshore IceCap Investment, GS Cap Partners VI and GSCP GmbH IceCap Investment, the "GS Investors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), (continued in Footnote 2)
  2. Goldman, Sachs Management GP GmbH ("GS GmbH"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors") and Opportunity Partners Offshore-B Co-Invest AIV Advisors, Ltd. ("Opportunity Advisors" and, together with GS Group, Goldman Sachs, the GS Funds, GSCP Offshore IceCap Investment, GSCP GmbH IceCap Investment, IceCap2 Holdings, GS Advisors VI, GS GmbH, GSCP VI Advisors and GSCP VI Offshore Advisors, the "Reporting Persons").
  3. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
  4. Pursuant to an underwriting agreement, dated September 13, 2018 (the "Underwriting Agreement") and a prospectus dated September 13, 2018, and in connection with a registered public offering (the "Offering") of the common shares, par value $0.01 per share (the "Common Shares"), of Americold Realty Trust (the "Company"), the GS Investors, as selling shareholders, sold 7,537,921 Common Shares at $23.53715 per share, which represents the $24.50 Offering price per Common Share, less an underwriting discount of $0.96285 per Common Share. The Offering was consummated on September 18, 2018.
  5. In connection with the Offering and pursuant to the Underwriting Agreement, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional Common Shares from the selling shareholders. The Over-Allotment Option closed simultaneously with the Offering on September 18, 2018. The GS Investors sold an additional 1,545,359 Common Shares pursuant to the underwriters' exercise of the Over-Allotment Option.
  6. As of September 18, 2018, as a result of the Offering and the Over-Allotment Option, GS Parallel beneficially owns directly 1,437,753 Common Shares, which may be deemed to be beneficially owned indirectly by GS Parallel's general partner, GS Advisors VI. GSCP Offshore IceCap Investment beneficially owns directly 4,348,878 Common Shares, which may be deemed to be beneficially owned indirectly by GS Offshore and indirectly by GS Offshore's general partner, GSCP VI Offshore Advisors. GS Cap Partners VI beneficially owns directly 5,228,467 Common Shares, which may be deemed to be beneficially owned indirectly by GS Cap Partners VI's general partner, GSCP VI Advisors. GSCP GmbH IceCap Investment beneficially owns directly 185,846 Common Shares, which may be deemed to be beneficially owned indirectly by GS Germany and indirectly by GS Germany's general partner, GS GmbH. (continued in Footnote 7)
  7. IceCap2 Holdings beneficially owns directly 3,360,284 Common Shares, which may be deemed to be beneficially owned indirectly by Opportunity Partners and indirectly by Opportunity Partner's general partner, Opportunity Advisors.
  8. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 185,096 Common Shares and Goldman Sachs also had open short positions of 7,093 Common Shares, reflecting changes due to exempt transactions. Both Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate 14,561,228 Common Shares owned by the GS Investors because affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the GS Investors. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Investors.
  9. The Reporting Persons disclaim beneficial ownership of all Common Shares in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.