0001140361-18-002472.txt : 20180118 0001140361-18-002472.hdr.sgml : 20180118 20180118213836 ACCESSION NUMBER: 0001140361-18-002472 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180118 FILED AS OF DATE: 20180118 DATE AS OF CHANGE: 20180118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN, SACHS MANAGEMENT GP GMBH CENTRAL INDEX KEY: 0001232073 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34723 FILM NUMBER: 18535376 BUSINESS ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS MANAGEMENT GP GMBH DATE OF NAME CHANGE: 20030509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Advisors VI, L.L.C. CENTRAL INDEX KEY: 0001394288 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34723 FILM NUMBER: 18535379 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Advisors, L.L.C. CENTRAL INDEX KEY: 0001394286 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34723 FILM NUMBER: 18535377 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Offshore Advisors, L.L.C. CENTRAL INDEX KEY: 0001394278 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34723 FILM NUMBER: 18535378 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Opportunity Partners Offshore-B Co-Invest AIV Advisors, Ltd. CENTRAL INDEX KEY: 0001646000 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34723 FILM NUMBER: 18535375 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICOLD REALTY TRUST CENTRAL INDEX KEY: 0001455863 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD BUSINESS ADDRESS: STREET 1: 10 Glenlake Pkwy., Suite 800 S. Tower CITY: Atlanta STATE: GA ZIP: 30328 BUSINESS PHONE: 678-441-1400 MAIL ADDRESS: STREET 1: 10 Glenlake Pkwy., Suite 800 S. Tower CITY: Atlanta STATE: GA ZIP: 30328 3 1 doc1.xml FORM 3 X0206 3 2018-01-18 0 0001455863 AMERICOLD REALTY TRUST COLD 0001394288 GS Advisors VI, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394278 GSCP VI Offshore Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394286 GSCP VI Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001232073 GOLDMAN, SACHS MANAGEMENT GP GMBH 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001646000 Opportunity Partners Offshore-B Co-Invest AIV Advisors, Ltd. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 5.0% Series B Cumulative Convertible Voting Preferred Shares Common Shares 28808224 I See Footnotes See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. /s/ Yvette Kosic, Attorney-in-fact 2018-01-18 /s/ Yvette Kosic, Attorney-in-fact 2018-01-18 /s/ Yvette Kosic, Attorney-in-fact 2018-01-18 /s/ Yvette Kosic, Attorney-in-fact 2018-01-18 /s/ Yvette Kosic, Attorney-in-fact 2018-01-18 EX-24 2 ex24-gsadvisorsform3.htm
 
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, and Laura A. Molina (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
 
THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 18, 2018.
 
GS ADVISORS VI, L.L.C.
 

By:
    
     
/s/  Bradley Gross
    

Name:
 Bradley Gross  
Title:
 Vice President  
 
 
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE ADVISORS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, and Laura A. Molina (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
 
THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 18, 2018.
 
GSCP VI OFFSHORE ADVISORS, L.L.C.
 

By:
    
     
/s/  Bradley Gross
    

Name:
 Bradley Gross  
Title:
 Vice President  
 

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI ADVISORS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, and Laura A. Molina (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 18, 2018.
 
GSCP VI ADVISORS, L.L.C.

 
By:
    
     
/s/  Bradley Gross
    

Name:
 Bradley Gross  
Title:
 Vice President  
 

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GmbH (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, and Laura A. Molina (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 18, 2018.
 
GOLDMAN, SACHS MANAGEMENT GP GmbH
 

By:
    
     
/s/  Bradley Gross
    

Name:
 Bradley Gross  
Title:
 Vice President  
 

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that OPPORTUNITY PARTNERS OFFSHORE-B CO-INVEST AIV ADVISORS, LTD. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, and Laura A. Molina (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 18, 2018.
 
OPPORTUNITY PARTNERS OFFSHORE-B CO-INVEST AIV ADVISORS, LTD.

 
By:
    
     
/s/  Bradley Gross
    

Name:
 Bradley Gross  
Title:
 Vice President  
 
 
 EX-99.1 3 ex99-gsadvisorsform3.htm

 
 
 
(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”), 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”).

(2)
Due to the electronic system’s limitation of 10 Reporting Person per joint filing, this statement is being filed in duplicate.

(3)
Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 28,808,224 common shares, par value $0.01 per share (“Common Shares”) of Americold Realty Trust (the “Issuer”) by reason of the beneficial ownership of 325,000 shares of the 5.00% Series B Cumulative Convertible Voting Preferred Shares of the Issuer (the “Preferred Shares”) 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.

(4)
GS Parallel beneficially owns directly 32,090 Preferred 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 97,065 Preferred 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 116,697 Preferred 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 4,148 Preferred Shares, which may be deemed to be beneficially owned indirectly by GS Germany and indirectly by GS Germany’s general partner, GS GmbH. IceCap2 Holdings beneficially owns directly 75,000 Preferred Shares, which may be deemed to be beneficially owned indirectly by Opportunity Partners and indirectly by Opportunity Partner’s general partner, Opportunity Advisors.

(5)
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

(6)
In connection with the consummation of the initial public offering of the Issuer, all of the GS Investors’ Preferred Shares will convert into the 28,808,224 Common Shares and the payment of cash in lieu of fractional shares, based on a conversion price of $11.2815.