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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on December 14, 2009

Registration No. 333-              

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)



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

          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):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a smaller
reporting company)
  Smaller reporting company o



CALCULATION OF REGISTRATION FEE

       
 
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

 

(1)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)
Includes shares to be sold upon exercise of the underwriters' option to purchase additional common shares. See "Underwriting".



            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.


Table of Contents

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.

Subject to Completion, Dated December 14, 2009

                          Shares

LOGO

Americold Realty Trust

Common Shares



          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.



 
  Per Share   Total  

Initial public offering price

  $   $  

Underwriting discount

  $   $  

Proceeds, before expenses, to Americold Realty Trust

  $   $  

          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.

Goldman, Sachs & Co.   J.P. Morgan

 

Deutsche Bank Securities   RBC Capital Markets   Wells Fargo Securities

The date of this prospectus is                          , 2010.


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TABLE OF CONTENTS

Prospectus

 
  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.


Industry and Market Data

          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".




Certain Defined Terms

          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

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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

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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.

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PROSPECTUS SUMMARY

          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.

Our Company

          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

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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.

Industry Overview

          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.

U.S. and Global

          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.

Growth Forecasts

          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.

Competitive Landscape

          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

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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.

Our Competitive Strengths

Global Market Leader in Temperature-Controlled Warehouses

          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.

Extensive Network of Temperature-Controlled Warehouses

          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.

Stable Cash Flows in a Low Volatility Industry

          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.

Revenue Streams Across Diversified Warehouse Tenant Base

          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.

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Significant Opportunities in High-Growth International Markets

          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.

Balance Sheet Positioned to Fund High Return Growth

          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.

Talented and Experienced Management Team and Sponsor

          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.

Our Business and Growth Strategy

Maximize Earnings Power of Existing Real Estate Portfolio

          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.

          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

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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.

Expand Our Real Estate Portfolio in Underdeveloped Markets

          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.

Maintain Our Balance Sheet Strength and Lower Our Cost of Capital

          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.

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Summary Risk Factors

          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:

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

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

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

    We will have a substantial amount of indebtedness outstanding following the offering, which may affect our ability to pay dividends, may expose us to interest rate fluctuation risk and may expose us to the risk of default under our debt obligations.

    We have no experience operating as a standalone publicly traded REIT.

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

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

    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.

    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.

    Environmental requirements and impacts may adversely affect our operating results.

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

    Use of our cash may be restricted by our financing agreements.

    Covenants in our loan agreements or indentures could limit our flexibility and adversely affect our financial conditions.

    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.

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

    Failure to successfully integrate the business combinations contemplated by the formation transactions could harm our business and prevent us from achieving our strategic goals.

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

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Our Properties

          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
  # of
Warehouses
  Cubic Feet
(in millions)
  % of
Total
Cubic
Feet
  Square Feet
(in thousands)
  Occupancy
Last Twelve
Months as of
September 30,
2009(a)
  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                    
                                       
*
Denotes less than 0.5%

(a)
Occupancy and warehouse revenues per cubic foot figures represent weighted averages.

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(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.

Formation and Structure of Our Company

Background

          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

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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.

The Formation Transactions

          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:

    We will sell             common shares in this offering and an additional             common shares if the underwriters exercise their option to purchase additional common shares in full.

    A subsidiary of our operating partnership will issue approximately $              million of new senior secured notes, secured by certain of the warehouses to be consolidated into our company in connection with the formation transactions.

    We will use $             of the net proceeds of this offering and the issuance of the senior secured notes to finance the consolidation into our company 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.

    The cash proceeds paid to Versacold will be used to repay approximately $              million of indebtedness and prepayment penalties, and to pay approximately $              million of taxes created by the formation transactions.

    Versacold will deliver the warehouses included in the formation transactions unencumbered by indebtedness, except that certain of such warehouses will be encumbered by us in connection with the senior secured notes. We will also acquire and assume certain other contractual obligations related to these warehouses.

    We will, pursuant to contribution and related agreements, 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.

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

    Purchasers of our common shares in this offering will own approximately             % of our outstanding common shares, or approximately             % of our common shares on a fully-exercised basis, and we will be the sole general partner of our operating partnership and will own 100% of its outstanding OP units.

    We expect to have total consolidated indebtedness of approximately $              billion and liquidity of $              million, comprised of $              million in cash and $              million under our Wells Fargo credit facility.

          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".

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Excluded Assets

          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.

Our Operating Partnership

          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".

Our Taxable REIT Subsidiaries

          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".

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Our Structure

          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.

CHART


(1)
If the underwriters exercise their option to purchase additional common shares in full, our public shareholders will own             %, our trustees, executive officers and employees will own             % and Yucaipa will own             % of our outstanding common shares.

(2)
On a fully-exercised basis, our public shareholders will own             % of our outstanding common shares, our trustees, executive officers and employees will own             % of our

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    outstanding common shares and Yucaipa will own             % of our outstanding common shares.

(3)
If the underwriters exercise their option to purchase additional common shares in full, on a fully-exercised basis, our public shareholders will own              % of our common shares, our trustees, executive officers and employees will own             % of our outstanding common shares and Yucaipa will own             % of our outstanding common shares.

(4)
Different investment funds affiliated with Yucaipa hold Yucaipa's respective interests in our company and Versacold.

(5)
Includes the issuer of senior secured notes, the new TRS and entities acquired from Versacold in connection with formation transactions as well as the issuers of our mortgage loans.

Our REIT Status

          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".

Restrictions on Share Ownership and Transfer

          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".

Distribution Policy

          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

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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".

Conflicts of Interest

          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:

    we and Versacold will provide each other with transitional services, including services relating to financial and accounting matters for up to three years;

    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;

    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

    our company and Versacold may share certain administrative and operational services and functions, such as information technology, 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 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.

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Debt Financing

Concurrent Debt 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".

Mortgage Loans

          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".

Revolving Credit Facility

          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 Corporate Information

          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").

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The Offering

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

 

"             "


(1)
Includes:

                  common shares outstanding as of                  , 2010; and

warrants to purchase                  common shares outstanding as of                  , 2010.

    Excludes:

    up to                  common shares that may be issued by us upon exercise of the underwriters' option to purchase additional common shares;

                      common shares issuable upon the exercise of outstanding options at a weighted average exercise price of $             per share; and

                      common shares reserved for future issuance under our long-term incentive plan.

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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.

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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  

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(1)
The terms "EBITDA" and "Adjusted EBITDA" are defined in the section entitled "Certain Defined Terms" in the forepart of this prospectus. The following table sets forth a reconciliation of our net income (loss) to EBITDA for the periods presented:

 
  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 )
  Adjustments:                                
  Depreciation, depletion and amortization     106,927     72,124     66,519     45,521     20,998  
  Interest expense     74,299     49,050     48,970     32,848     16,122  
  Income tax benefit     (513 )   (2,785 )   91     170     (79 )
                       
EBITDA     195,997     93,834     99,257     66,868     32,389  
  Adjustment:                                
  Acquisition related costs         4,316              
                       
Adjusted EBITDA   $ 195,997   $ 98,150   $ 99,257   $ 66,868   $ 32,389  
                       
(2)
The terms "FFO" and "FAD" are defined in the section entitled "Certain Defined Terms" in the forepart of this prospectus. The following table sets forth a reconciliation of our net income (loss) to FFO and to FAD for the periods presented:

 
  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  
                       

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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  

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(1)
The terms "EBITDA" and "Adjusted" EBITDA are defined in the section entitled "Certain Defined Terms" in the forepart of this prospectus. The following table sets forth a reconciliation of our net loss to EBITDA and Adjusted EBITDA for the periods presented:

 
  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  
                           

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(2)
The terms "FFO" and "FAD" are defined in the section entitled "Certain Defined Terms" in the forepart of this prospectus. The following table sets forth a reconciliation of our net loss to FFO, to FFO excluding impairment and to FAD for the periods presented:

 
  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  
                           

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RISK FACTORS

          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".

Risks Related to our Business and Operations

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

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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:

    warehouse tenant defaults,

    reduced demand for warehouse space,

    increased vacancies and inability to retain warehouse tenants,

    economic concessions to warehouse tenants,

    inability to borrow on acceptable terms,

    decreased value of our properties and related impact on our ability to obtain attractive prices on sales or to obtain secured debt financing, and

    illiquidity and decreased value of our short-term investments and cash deposits.

          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.

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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

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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.

We have owned certain of our warehouses for a limited time.

          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.

We have no experience operating as a publicly traded REIT.

          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

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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.

Our systems may not be adequate to support our growth.

          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.

          Our ability to make distributions will depend upon, among other factors:

    the operational and financial performance of our warehouses;

    capital expenditures with respect to existing and newly acquired warehouses;

    general and administrative costs associated with our operation as a publicly held REIT;

    maintenance of our REIT status;

    the amount of, and the interest rates on, our debt; and

    the absence of significant expenditures relating to environmental and other regulatory matters.

          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

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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:

    changing governmental rules and policies, including changes in land use and zoning laws;

    enactment of laws relating to the foreign ownership of real property or mortgages and laws restricting the ability of foreign persons or companies to remove profits earned from activities within the country to the person's or company's country of origin;

    variations in currency exchange rates;

    adverse market conditions caused by terrorism, civil unrest and changes in national or local governmental or economic conditions;

    the willingness of domestic or foreign lenders to make mortgage loans in certain countries and changes in the availability, cost and terms of mortgage funds resulting from varying national economic policies;

    the imposition of unique tax structures and changes in real estate and other tax rates and other operating expenses in particular countries;

    general political and economic instability;

    the Foreign Corrupt Practices Act of 1977, which generally prohibits U.S. companies and their intermediaries from bribing or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business and/or other benefits;

    our limited experience and expertise in foreign countries relative to our experience and expertise in the United States;

    restrictions on our ability to repatriate earnings derived from our international operations and/or adverse tax consequences in foreign jurisdictions, such as double taxation; and

    more stringent environmental laws or changes in the requirements or interpretation of existing laws, or environmental consequences of less stringent environmental management practices in foreign countries relative to the United States.

We may be susceptible to foreign exchange 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

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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.

We may be unable to successfully expand our operations into new markets.

          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

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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 costs may increase or be subject to volatility.

          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.

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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.

General Real Estate Risks

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:

    changes in national, international or local economic climate;

    availability, cost and terms of debt financing;

    the attractiveness of our properties to potential warehouse tenants;

    inability to collect storage charges and fees from warehouse tenants;

    the ongoing need for capital improvements, particularly in older structures;

    changes in supply of or demand for similar or competing properties in an area;

    bankruptcies, financial difficulties or defaults by our warehouse tenants;

    changes in operating costs and expenses and our ability to control rates;

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    changes in or increased costs of compliance with governmental rules, regulations and fiscal policies, including changes in tax, real estate, environmental and zoning laws, and our potential liability thereunder;

    our ability to provide adequate maintenance and insurance;

    changes in the cost or availability of insurance, including coverage for mold or asbestos;

    unanticipated changes in costs associated with known adverse environmental conditions, newly discovered environmental conditions and retained liabilities for such conditions;

    periods of high interest rates and tight money supply;

    warehouse tenant retention turnover;

    excess supply in the market area;

    disruptions in the global supply chain caused by political, regulatory or other factors including terrorism; and

    civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes and floods, which may result in uninsured and underinsured losses.

          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

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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),

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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

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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

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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.

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          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 are exposed to risks associated with property development.

          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.

Risks Related to our Debt Financings

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

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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:

    our cash flows may be insufficient to meet our required principal and interest payments;

    we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon emerging acquisition opportunities or meet operational needs;

    we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

    we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;

    we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations;

    we may be unable to effectively hedge floating rate debt with respect to our revolving credit facility;

    we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans and receive an assignment of rents and leases; and

    our default under any of our indebtedness with cross default provisions could result in a default on other indebtedness.

          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.

Use of our cash may be restricted by our financing agreements.

          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

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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.

We are dependent on external sources of capital.

          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.

Additional Risks Related Specifically to the Formation Transactions

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

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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.

Risks Related to Conflicts of Interest

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

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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.

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We may invest in, or co-invest with, our affiliates.

          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.

Risks Related to our Corporate Structure

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 can take many actions without shareholder approval.

          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:

    issue additional shares, which could dilute your ownership;

    amend our declaration of trust to increase or decrease the aggregate number of shares or the number of shares of any class or series;

    classify or reclassify any unissued shares and set the preferences, rights and other terms of such classified or reclassified shares, which preferences, rights and terms could delay, defer

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      or prevent a transaction or change in control which might involve a premium price for our common shares or otherwise be in the best interests of our shareholders;

    employ and compensate affiliates;

    change major policies, including policies relating to investments, financing, growth and debt capitalization;

    enter into new lines of business; and

    determine that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

          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

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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.

Our ability to invest in non-real estate assets is limited.

          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.

Risks Related to this Offering

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:

    the likelihood that an active market for the shares will develop;

    the liquidity of any such market;

    the ability of our shareholders to sell their common shares; or

    the price that our shareholders may obtain for their common shares.

          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:

    actual or anticipated variations in our quarterly operating results;

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    changes in our earnings estimates or publication of research reports about us or the real estate industry;

    increases in market interest rates, which may lead purchasers of our shares to demand a higher yield;

    changes in market valuations of similar companies;

    adverse market reaction to any increased indebtedness we incur in the future;

    additions or departures of key personnel;

    actions by institutional shareholders;

    speculation in the press or investment community; and

    general market and economic conditions.

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.

United States Federal Income Tax Risks

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

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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 qualify as a REIT, we must meet annual distribution requirements.

          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

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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

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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.

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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".

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FORWARD-LOOKING STATEMENTS

          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:

    adverse economic or real estate developments in our markets or the temperature-controlled warehouse industry;

    general economic conditions;

    defaults by warehouse tenants;

    retention of warehouse tenants;

    increased interest rates and operating costs;

    our failure to obtain necessary outside financing;

    risks related to our debt financing;

    decreased storage rates or increased vacancy rates;

    difficulties in identifying properties to acquire and completing acquisitions;

    our failure to successfully operate acquired properties and operations;

    our failure to maintain our status as a REIT;

    environmental uncertainties and risks related to natural disasters;

    financial market fluctuations;

    energy costs;

    the competitive environment in which we operate; and

    changes in foreign currency exchange rates.

          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".

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USE OF PROCEEDS

          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:

    Acquire, in connection with the formation transactions, 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 for $              million. The consideration paid to Versacold will be used to repay approximately $              million of indebtedness and prepayment penalties, and pay $              million of taxes created by the formation transactions. The warehouses acquired from Versacold will be delivered unencumbered by indebtedness, except that certain of such warehouses will be encumbered by us in connection with the issuance of the senior secured notes. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Outstanding Indebtedness"; and

    Pay fees, expenses and taxes incurred in connection with this offering and the concurrent offering of the senior secured notes.

          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.

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          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:

 
  (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

  $    
       

(1)
Assumes no exercise of underwriters' option to purchase additional common shares.

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DISTRIBUTION POLICY

          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. For more information, please see "United States Federal Income Tax Considerations — Taxation of Our Company — Ownership of Interests in Taxable REIT Subsidiaries".

          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".

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          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.

 
  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              
                         

 

 
  Common Shares    
   
 
Year Declared   # of Shares
Outstanding
  Dividends   Amount
Declared per
Share
  Date Paid  

2006

    40,000,000   $ 11,000,000   $ 0.2750     4/27/2006  

2006

    40,000,000     10,000,000     0.2500     9/27/2006  

2006

    40,000,000     185,000,000     4.6250     12/14/2006 (a)
                         
 

Total 2006

        $ 206,000,000              
                         

2007

   
40,000,000
 
$

8,000,000
   
0.2000
   
5/11/2007
 

2007

    40,000,000     4,000,000     0.1000     8/7/2007  
                         
 

Total 2007

        $ 12,000,000              
                         

2008

   
40,000,000
 
$

6,000,000
   
0.1500
   
2/27/2008
 

2008

    39,624,440     17,434,754     0.4400     1/15/2009  
                         
 

Total 2008

        $ 23,434,754              
                         

(a)
During 2006, Americold defeased mortgage debt with proceeds from new mortgage loans. The proceeds from the new mortgage loans also yielded access to funds to consummate the acquisition from ConAgra Foods, Inc. of four temperature-controlled warehouses and a lease on a fifth temperature-controlled warehouse, with an option to purchase, and to provide a dividend of $185.0 million to common shareholders.

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CAPITALIZATION

          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   $    
           

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DILUTION

          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:

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)

  $          
             

(1)
Net tangible book value per share of our common shares before the formation and refinancing transactions and this offering is determined by dividing net tangible book value based on                          , 2009 net book value of the tangible assets by the number of common shares held by Yucaipa after this offering.

(2)
Based on pro forma net tangible book value of approximately $             divided by the sum of             common shares to be outstanding after this offering, not including             common shares issuable upon exercise of outstanding stock options.

(3)
Dilution is determined by subtracting pro forma net tangible book value per share of our common shares after giving effect to the formation transactions and issuance of senior secured notes and this offering from the initial public offering price paid by a new investor for a common share.

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SELECTED FINANCIAL DATA

          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.

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Selected Financial Data
(Amounts in thousands, except per share data)

 
  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  

 
  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  

(1)
Prior to November 2004, we leased substantially all of our real estate assets to AmeriCold Logistics, LLC "AmeriCold", the operator of the warehouse facilities. In November 2004, we created a wholly owned TRS which acquired AmeriCold. Additionally in November 2004, we formed another TRS which acquired two limestone quarries. Both of these transactions account for the significant increase in revenue and costs after 2004.

(2)
As restated — see Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

(3)
Includes capital lease and sale-leaseback obligations.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

          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 historical consolidated statement of operations of Americold successor for the nine months ended September 30, 2009; and

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    the audited historical consolidated statement of operations of Versacold predecessor for the period from November 1, 2008 to June 30, 2009 and of Versacold successor for the period from July 1, 2009 to July 31, 2009.

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

    the audited historical consolidated statement of operations of Americold predecessor for the period from January 1, 2008 to March 31, 2008 and of Americold successor for the period from April 1, 2008 to December 31, 2008; and

    the audited historical consolidated statement of operations of Versacold predecessor for the fiscal year ended October 31, 2008.

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

    the unaudited historical consolidated balance sheet of Americold successor as of September 30, 2009; and

    the audited historical consolidated balance sheet of Versacold successor as of July 31, 2009.

          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.

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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
  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