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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 9, 2020
 
 
AMERICOLD REALTY TRUST
(Exact name of registrant as specified in its charter)
 
 
 
Maryland
001-34723
93-0295215
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
10 Glenlake Parkway,
South Tower, Suite 600
 

Atlanta,
Georgia
 
30328
(Address of principal executive offices)
 
(Zip Code)
(678) 441-1400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
  
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
 
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Shares of Beneficial Interest, $0.01 par value per share
 
COLD
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐





Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 9, 2020, Americold Realty Trust (the “Company”) filed Articles of Amendment (the “Articles of Amendment”) to the Company’s Amended and Restated Declaration of Trust (the “Declaration of Trust”) with the State Department of Assessments and Taxation of Maryland to increase the number of authorized common shares of beneficial interest, $0.01 par value per share, from 250,000,000 to 325,000,000. The Articles of Amendment were effective upon filing.

Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
 
 
 
Exhibit No.
 
Description
 
 
3.1
 
Articles of Amendment









SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 10, 2020

 
AMERICOLD REALTY TRUST
 
 
 
 
By:
/s/ Marc J. Smernoff
 
 
Name: Marc J. Smernoff
 
 
Title: Chief Financial Officer and Executive Vice President
 
 
 




Exhibit 3.1
AMERICOLD REALTY TRUST
ARTICLES OF AMENDMENT
Americold Realty Trust, a Maryland real estate investment trust (the “Trust”), does hereby certify to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST:    Section 6.1 of Article VI of the Articles of Amendment of Restatement of the Trust (the “Articles”) authorizes the issuance 250,000,000 common shares of beneficial interest, $.01 par value per share (“Common Shares”), and 25,000,000 preferred shares of beneficial interest, $.01 par value per share (“Preferred Shares” and, together with the Common Shares, the “Shares”).
SECOND:    Section 6.1 of Article VI of the Articles provides that, subject to the terms of any class or series of Preferred Shares, the Board of Trustees of the Trust (the “Board”), with the approval of a majority of the entire Board and without any action by the shareholders of the Trust, may amend the Articles from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class or series that the Trust has authority to issue.
THIRD:    The following amendment to the Articles as hereinafter set forth has been duly advised and approved by the Board and is limited to a change expressly authorized by Section 8-203(a)(8) of the Maryland REIT Law without any action by the shareholders of the Trust.
FOURTH:    The Articles are hereby amended by deleting Section 6.1 of Article VI in its entirety, and replacing it with the following:
“Section 6.1    Authorized Shares. The beneficial interest of the Trust shall be divided into shares of beneficial interest (the “Shares”). The Trust has authority to issue 325,000,000 common shares of beneficial interest, $.01 par value per share (“Common Shares”), and 25,000,000 preferred shares of beneficial interest, $.01 par value per share (“Preferred Shares”). If Shares of one class or series are classified or reclassified into Shares of another class or series pursuant to this Article VI, the number of authorized Shares of the former class or series shall be automatically decreased and the number of Shares of the latter class or series shall be automatically increased, in each case by the number of Shares so classified or reclassified, so that the aggregate number of Shares of all classes or series that the Trust has authority to issue shall not be more than the total number of Shares set forth in the second sentence of this paragraph. Subject to the terms of any class or series of Preferred Shares, the Board of Trustees, with the approval of a majority of the entire Board and without any action by the shareholders of the Trust, may amend the Declaration of Trust from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class or series that the Trust has authority to issue.”
FIFTH:    The total number of shares of beneficial interest which the Trust had authority to issue immediately prior to the foregoing amendment of the Articles was 275,000,000, consisting of 250,000,000 Common Shares and 25,000,000 Preferred Shares. The aggregate par value of all authorized shares of beneficial interest having par value was $2,750,000. The total number of shares of beneficial interest which the Trust has authority to issue pursuant to the foregoing amendment of the Articles is 350,000,000, consisting of 325,000,000 Common Shares and 25,000,000 Preferred Shares. The aggregate par value of all authorized shares of beneficial interest having par value is $3,250,000.
SIXTH:    The undersigned acknowledges these Articles of Amendment to be the trust act of the Trust and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be signed in its name and on its behalf by its Executive Vice President and Chief Financial Officer and attested to by its Secretary on this 9th day of March, 2020.
ATTEST:
/s/ James C. Snyder
Name: James C. Snyder
Title: Secretary
AMERICOLD REALTY TRUST
By: /s/ Marc J. Smernoff       (SEAL)
Name: Marc J. Smernoff
Title: Executive Vice President and Chief Financial Officer