SEC Comment Letter for AMERICOLD REALTY TRUST (COLD) (CIK 0001455863) (COLD) — Jan 18, 2018
AMERICOLD REALTY TRUST (COLD) (CIK 0001455863)
Date: Jan. 18, 2018 · CIK: 0001455863 · Accession: 0000000000-18-001727
AI Filing Summary & Sentiment
Letter
Mail Stop 3233 January 17, 2018 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. 2 to Re gistration Statement on Form S -11 Filed January 9, 2018 Amendment No. 3 to Registration Statement on Form S -11 Filed January 12, 2018 File No. 333 -221560
Dear Mr. Boehler :
We have reviewed your amended 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 understand your disclosure.
Please respond to this letter by amending your registration statement and providing the request ed information . 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 any amendment to your registration statement and the informatio n you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our November 29, 2017 letter .
Summary Selected Historical and Unaudited Pro Forma Condensed …, pag e 33
1. We note that you have recorded an adjustment for stock -based compensation expense to arrive at Core FFO and Adjusted FFO on page 39. Please expand your disclosure to clarify management’s reasons behind the two separate adjustments.
Dilution, page 90
2. Please tell us how you calculate the pro forma net tangible book value per share of $2.48 upon the completion of this offering.
Fred Boehler Americold Realty Trust January 17, 2018 Page 2
You m ay contact Becky Chow, Staff Accountant, at (202) 551 -6524 or Kevin Woody, Accounting Brach 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
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Mail Stop 3233 January 17, 2018 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. 2 to Re gistration Statement on Form S -11 Filed January 9, 2018 Amendment No. 3 to Registration Statement on Form S -11 Filed January 12, 2018 File No. 333 -221560 Dear Mr. Boehler : We have reviewed your amended 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 understand your disclosure. Please respond to this letter by amending your registration statement and providing the request ed information . 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 any amendment to your registration statement and the informatio n you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our November 29, 2017 letter . Summary Selected Historical and Unaudited Pro Forma Condensed …, pag e 33 1. We note that you have recorded an adjustment for stock -based compensation expense to arrive at Core FFO and Adjusted FFO on page 39. Please expand your disclosure to clarify management’s reasons behind the two separate adjustments. Dilution, page 90 2. Please tell us how you calculate the pro forma net tangible book value per share of $2.48 upon the completion of this offering. Fred Boehler Americold Realty Trust January 17, 2018 Page 2 You m ay contact Becky Chow, Staff Accountant, at (202) 551 -6524 or Kevin Woody, Accounting Brach 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