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) November 30, 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 7.01 — Regulation FD Disclosure.
As previously announced, on November 16, 2020, Americold Realty Trust (the “Company” or “Americold”) determined that its computer network was affected by a cybersecurity incident. The Company took immediate steps to help contain the incident and implemented business continuity plans, where appropriate, to continue ongoing operations.
While the Company’s investigation of the incident is ongoing, at this time the Company believes the incident has been contained. Although the Company has not yet completed its investigation of the incident nor determined the costs and expenses associated with the incident, based on the information currently known, the Company does not expect the incident to have a material impact on its business or operations. The Company carries insurance, including cyber insurance, commensurate with its size and the nature of its operations.
The Company is focused on expeditiously completing its investigation of the incident with the assistance of the third-party experts it retained. The Company has also reported the incident to law enforcement and is cooperating with their investigation.
Security, in all its forms, remains a top priority at Americold, and the Company will continue to seek to take all appropriate measures to safeguard the integrity of its information technology infrastructure, data and customer information.
The foregoing information is furnished pursuant to Item 7.01, “Regulation FD.” The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.
Forward-Looking Statements
This Current Report on Form 8-K includes statements that may constitute “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. The words “expect,” “will,” “seek,” and similar expressions, as they relate to the Company, its operations and/or its information technology infrastructure, data and customer information, are intended to identify forward-looking statements. These statements include, but are not limited to, express or implied forward-looking statements relating to the Company’s expectations regarding the impact on its business, operations and financial results and its ability to contain the incident, continue ongoing operations and safeguard the integrity of its information technology infrastructure, data and customer information. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ materially from those expressed or implied include the ongoing assessment of the cybersecurity incident, legal, reputational and financial risks resulting from this and/or additional cybersecurity incidents, the effectiveness of business continuity plans during the cybersecurity incident, and the other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Reports for the quarters ended March 31, 2020 and September 30, 2020 and Current Reports on Form 8-K filed on April 16, 2020 and October 13, 2020. These forward-looking statements speak only as of the date of this report or as of the date to which they refer, and the Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.
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: November 30, 2020
AMERICOLD REALTY TRUST | ||
By: | /s/ Marc Smernoff | |
Name: | Marc Smernoff | |
Title: | Chief Financial Officer and Executive Vice President |