SecProbe.io

Mail Stop 3233
November 2, 2017

Via E -mail
Fred Boehler
President and Chief Executive Officer
10 Glenlake Parkway
South Tower, Suite 600
Atlanta, Georgia 30328

Re: Americold Realty Trust
Amendment No. 1  to
Draft Registration Statement on Form S -11
Submitted October 12, 2017
  CIK No. 0001455863

Dear Mr. Boehler :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better underst and your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Distribution Policy, page 85

1. We note your response to comment 7.  Since you state that you never received a cash
distribution from your China JV and you do not rely on any China JV cash distribution in
determining your own cash flow available for distribution, please tell us why it is
appropriate to include any amounts a ssociated with your China JV (e.g. income (loss)
from joint venture, real estate and non -real estate depreciation, and impairments).

2. We note your response to comment 8.  Please tell us whether your adjustment for the loss
on idled sites would increase or decrease your cash available for distribution.

Fred Boehler
Americold Realty Trust
November 2, 2017
Page 2

 3. We note your justification for the exclusion of strategic alternative costs from your cash
available for distribution.  Please be aware that we may have additional comments once
the amount of the adjustment i s disclosed.

4. We note the additional information provided regarding your adjustment for severance
costs.  Given that there were a number of initiatives over the last years it does not appear
that these costs are unusual.  Please provide additional informat ion justifying their
exclusion or remove the adjustments from your calculation.

5. We note your response to comment 11 and the representation that management expects
customers under fixed storage commitments contracts would revert to month -to-month
relations hip.  Please provide management’s support for this representation including the
historical rate at which fixed storage commitments are either renewed or converted to
month -to-month relationships.  For those instances, where the agreements were converted
to month -to-month relationships, please provide support that the cash flows under each
type of arrangement did not fluctuate materially.  Please al so address whether defined
contracts without fixed storage commitments would also be expected to convert to a
month-to-month relationship and provide support for your position.

6. We note management’s representation that leased facilities would be converted and
operated by the Company with the same or a comparable customer.  Please provide
support for management’s rep resentation including,

a. historical renewal rates for these facilities;

b. when not renewed, how often they are subsequently operated with the same
customer,

c. when not renewed and not operated with the same customer, how fast the
customer is replaced and th e amount of idle time experienced at the facility, and

d. support that the cash flows prior to lease expiration was consistent with the cash
flows subsequent to lease expiration.

7. We note your representation that the any principal amortization payments would  be
funded through refinancing or a draw on the new senior secured revolving credit facility.
Please tell us and disclose within the filing, that management does not expect any cash
outflows for debt service in the next twelve months.

Dilution, page 92

8. We note your response to comment 15.  Please provide the beginning historical net
tangible book value per share before the redemption of Series A preferred shares, the
conversion of Series B preferred shares and the cashless exercise of warrants in the

Fred Boehler
Americold Realty Trust
November 2, 2017
Page 3

 dilution table when arriving at the net tangible book value (deficit) per share after their
issuance.

Business and Properties, page 182

Average Physical Occupancy, page 216

9. We note your revised disclosure in response to comment 21.  Please clarify how you
determine the assumed rack space that is consistent with the characteristics of the
relevant warehouse.

Nature of Our Customer Contracts, page 221

10. We note that the table on page 222 in response to comment 23 is limited to expirations
for any leases and d efined contracts featuring fixed storage commitments with your 50
largest customers.  Please include a lease expiration schedule for your defined contracts
on a portfolio basis or tell us why this is not material.  We note your disclosure on page
206 that fixed storage commitment contracts with the 50 largest customers represented
only 35.4% of total warehouse segment revenues.

11. We note your revised disclosure in response to comment 16 is limited to the average
annual renewal rate for expiring defined contr acts with fixed storage commitments with
your 50 largest customers (by revenues) in your warehouse segment.  Please consider
providing disclosure on your historical renewal rates for each type of customer contract.

You may contact Becky Chow, Staff Acco untant,  at (202) 551 -6524 or Kevin Woody,
Accounting Branch Chief,  at (202) 551 -3629 if you have questions regarding comments on the
financial statements and re lated matters.  Please contact Rahul K. Patel, Staff Attorney,  at (202)
551-3799 or me at (202) 551-3655 with any other questions.

Sincerely,

 /s/ Sonia Gupta Barros

Sonia Gupta Barros
Assistant Director
Office of Real Estate and
Commodities

cc: C. Spencer Johnson, III
 King & Spalding LLP