UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
AMERICOLD REALTY TRUST
-------------------------------------------------------------------------------
(Name of Issuer)
Common Shares of Beneficial Interest, par value $0.01 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
03064D108
--------------------------------------------
(CUSIP Number)
December 31, 2018
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[] Rule 13d-1(b)
[] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 24
-----------------------
CUSIP No. 03064D108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
8,243,845
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
8,243,845
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,243,845
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
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Page 2 of 24
-----------------------
CUSIP No. 03064D108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS & CO. LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
8,243,845
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
8,243,845
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,243,845
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-OO-IA
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Page 3 of 24
-----------------------
CUSIP No. 03064D108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Advisors VI, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
6,200,945
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
6,200,945
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
4.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
-----------------------
CUSIP No. 03064D108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI GMBH & CO. KG
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
102,886
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
102,886
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
102,886
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 5 of 24
-----------------------
CUSIP No. 03064D108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI OFFSHORE, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,407,579
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,407,579
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,407,579
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 24
-----------------------
CUSIP No. 03064D108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI PARALLEL, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
795,953
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
795,953
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
795,953
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 7 of 24
-----------------------
CUSIP No. 03064D108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,894,527
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,894,527
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,894,527
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 8 of 24
-----------------------
CUSIP No. 03064D108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
OPPORTUNITY PARTNERS OFFSHORE-B CO-INVEST AIV, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,860,283
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,860,283
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,860,283
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
-----------------------
CUSIP No. 03064D108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP VI OFFSHORE ICECAP HOLDINGS ENTITY GP, LTD
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,407,578
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,407,578
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
-----------------------
CUSIP No. 03064D108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP VI OFFSHORE ICECAP INVESTMENT, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,407,578
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,407,578
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,407,578
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
-----------------------
CUSIP No. 03064D108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP VI GMBH ICECAP HOLDINGS ENTITY GP, LTD.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
102,886
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
102,886
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
-----------------------
CUSIP No. 03064D108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP VI GMBH ICECAP INVESTMENT, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
102,886
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
102,886
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
102,886
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 9 of 24
Item 1(a). Name of Issuer:
AMERICOLD REALTY TRUST
Item 1(b). Address of Issuer's Principal Executive Offices:
10 Glenlake Parkway, South Tower, Suite 600
ATLANTA, GA 30328
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
GS ADVISORS VI, L.L.C.
GSCP VI OFFSHORE ICECAP HOLDINGS ENTITY GP, LTD.
GSCP VI GMBH ICECAP HOLDINGS ENTITY GP, LTD.
GS CAPITAL PARTNERS VI GMBH & CO. KG
GS CAPITAL PARTNERS VI OFFSHORE, L.P.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
GS CAPITAL PARTNERS VI, L.P.
OPPORTUNITY PARTNERS OFFSHORE-B CO-INVEST AIV, L.P.
GSCP VI Offshore IceCap Investment, L.P.
GSCP VI GmbH IceCap Investment, L.P
Item 2(b). Address of Principal Business Office or, if none, Residence:
The Goldman Sachs Group, Inc.,
Goldman Sachs & Co. LLC,
GS ADVISORS VI, L.L.C.
GSCP VI OFFSHORE ICECAP HOLDINGS ENTITY GP, LTD.
GSCP VI GMBH ICECAP HOLDINGS ENTITY GP, LTD.
GS CAPITAL PARTNERS VI GMBH & CO. KG,
GS CAPITAL PARTNERS VI OFFSHORE, L.P.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
GS CAPITAL PARTNERS VI, L.P.
OPPORTUNITY PARTNERS OFFSHORE-B CO-INVEST AIV, L.P.
GSCP VI Offshore IceCap Investment, L.P.
GSCP VI GmbH IceCap Investment, L.P
200 West Street, New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS & CO. LLC - New York
GS ADVISORS VI, L.L.C. - Delaware
GSCP VI OFFSHORE ICECAP HOLDINGS ENTITY GP, LTD.- Cayman Islands
GSCP VI GMBH ICECAP HOLDINGS ENTITY GP, LTD. - Cayman Islands
GS CAPITAL PARTNERS VI GMBH & CO. KG - Germany
GS CAPITAL PARTNERS VI OFFSHORE, L.P. - Cayman Islands
GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware
GS CAPITAL PARTNERS VI, L.P. - Delaware
OPPORTUNITY PARTNERS OFFSHORE-B CO-INVEST AIV, L.P. -
Cayman Islands
GSCP VI Offshore IceCap Investment, L.P. - Cayman Islands
GSCP VI GmbH IceCap Investment, L.P - Cayman Islands
Item 2(d). Title of Class of Securities:
Common Shares of Beneficial Interest, par value $0.01
per share
Item 2(e). CUSIP Number:
03064D108
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] A non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii)
(A) through (K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 10 of 24
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
See Exhibit (99.3)
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the
securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
Page 11 of 24
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 14, 2019
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Eddie Arhgaba
----------------------------------------
Name:
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GSCP VI OFFSHORE ICECAP HOLDINGS ENTITY GP, LTD.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GSCP VI GMBH ICECAP HOLDINGS ENTITY GP, LTD.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
OPPORTUNITY PARTNERS OFFSHORE-B CO-INVEST AIV, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GSCP VI Offshore IceCap Investment, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GSCP VI GmbH IceCap Investment, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
Page 12 of 24
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Item 8 Information
99.4 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.5 Power of Attorney, relating to
GOLDMAN SACHS & CO. LLC
99.6 Power of Attorney, relating to
GS ADVISORS VI, L.L.C.
99.7 Power of Attorney, relating to
GS CAPITAL PARTNERS VI GMBH & CO. KG
99.8 Power of Attorney, relating to
GS CAPITAL PARTNERS VI OFFSHORE, L.P.
99.9 Power of Attorney, relating to
GS CAPITAL PARTNERS VI PARALLEL, L.P.
99.10 Power of Attorney, relating to
GS CAPITAL PARTNERS VI, L.P.
99.11 Power of Attorney, relating to
OPPORTUNITY PARTNERS OFFSHORE-B CO-INVEST AIV, L.P.
99.12 Power of Attorney, relating to
GSCP VI Offshore IceCap Investment, L.P.
99.13 Power of Attorney, relating to
GSCP VI GmbH IceCap Investment, L.P.
Page 13 of 24
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Common Shares of Beneficial Interest, par value $0.01 per share, of AMERICOLD
REALTY TRUST
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such
Statement
on Schedule 13G.
Date: February 14, 2019
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GSCP VI OFFSHORE ICECAP HOLDINGS ENTITY GP, LTD.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GSCP VI GMBH ICECAP HOLDINGS ENTITY GP, LTD.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
OPPORTUNITY PARTNERS OFFSHORE-B CO-INVEST AIV, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GSCP VI Offshore IceCap Investment, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
GSCP VI GmbH IceCap Investment, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name:
Title: Attorney-in-fact
Page 14 of 24
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by THE GOLDMAN SACHS GROUP, INC.("GS Group"),
as a parent holding company, are owned directly or indirectly by GS
CAPITAL PARTNERS VI, L.P., GS CAPITAL PARTNERS VI PARALLEL, L.P., each a
Delaware limited partnership, GS CAPITAL PARTNERS VI OFFSHORE, L.P.,
GSCP VI OFFSHORE ICECAP INVESTMENT, L.P. and GSCP VI GMBH ICECAP INVESTMENT,
L.P., each a Cayman Islands exempted limited partnership, and GS CAPITAL
PARTNERS VI GMBH & CO. KG, a German civil law partnership with limitation of
liability (collectively, the "Investing Entities"), or are owned, or may be
deemed to be beneficially owned, by GOLDMAN SACHS & CO. L.L.C. (Goldman Sachs),
a broker or dealer registered under Section 15 of the Act and an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940.
The general partner, managing general partner or other manager of each of
the Investing Entities is an affiliate of GS Group. Goldman Sachs is a
subsidiary of GS Group. Goldman Sachs is the investment manager of certain of
the Investing Entities.
EXHIBIT (99.3)
ITEM 8 INFORMATION
Each of GS CAPITAL PARTNERS VI PARALLEL L.P., GS CAPITAL PARTNERS VI OFFSHORE
ICECAP INVESTMENT, L.P., GS CAPITAL PARTNERS VI, L.P., GS CAPITAL PARTNERS VI
GMBH ICECAP INVESTMENT, L.P. and ICECAP2 HOLDINGS, L.P. (collectively, the
"GS Investing Entities") is a party to a Shareholders Agreement by and among
Americold Realty Trust (the "Company") and the Yucaipa entities (the "Yucaipa
Entities") (the "Shareholders Agreement").
The Shareholders Agreement provides that, with respect to the election of
directors, assuming requisite levels of share ownership, the GS Investing
Entities shall have the right to designate up to one trustee to the
Company's board of trustees and the Yucaipa Entities shall have the right to
designate up to two trustees to the Company's board of trustees. In addition,
the Shareholders Agreement establishes a coordination committee designed to
facilitate coordination among the stockholders in connection with, among
other things, transfer or distributions of securities by them.
The share ownership reported for the GS Investing Entities does not include
any shares of the Company's common shares of beneficial interest, par value
$0.01 per share (the "Common Shares"), beneficially owned by the other
parties to the Shareholders Agreement, and each of the GS Investing Entities
disclaims beneficial ownership of any Common Shares beneficially owned by
the other parties to the Shareholders Agreement.
Page 15 of 24
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC.
(the "Company") does hereby make, constitute and appoint each of
Eddie Arhagba, Jose Canas, Abdul Khayum, Jerry Li and Rachel Fraizer, acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf, whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities
Exchange Act of 1934, (as amended, the Act), which may be required of the
Company with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each side
Attorney-in-fact power and authority to act in the premises as fully and
to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and
confirming all that said Attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2020 unless earlier revoked by written instrument, or in the event
am Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 31, 2020, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in
relation to the remaining Attorneys-in-fact. The Company has the unrestricted
right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on June 26, 2017.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 19, 2018.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 16 of 24
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS & CO. LLC (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Jose Canas, Abdul
Khayum, Jerry Li and Rachel Fraizer acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf, whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company pursuant to Rule 13f-1 or Regulation
13D-G under the Securities Exchange Act of 1934, (as amended, the Act),
which may be required of the Company with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each side Attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one ofits authorized signatories, hereby
ratifying and confirming all that said Attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2020 unless earlier revoked by written instrument, or in the event
am Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 31, 2020, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in
relation to the remaining Attorneys-in-fact. The Company has the unrestricted
right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on June 26, 2017.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 19, 2018
GOLDMAN SACHS & CO. LLC
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 17 of 24
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS ADVISORS VI, L.L.C.. (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry
Li, and Jose Canas (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which maybe deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
Apri1 17th, 2018.
GS ADVISORS VI, L.L.C.
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 18 of 24
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI GMBH & CO. KG
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 17th, 2018.
GS CAPITAL PARTNERS VI GMBH & CO. KG
By: GS Advisors VI, L.L.C., its Managing Limited Partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 19 of 24
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI OFFSHORE, L.P.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 17th, 2018.
GS CAPITAL PARTNERS VI OFFSHORE, L.P.
By: GS ADVISORS VI, L.L.C., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 20 of 24
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI PARALLEL, L.P.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 17th, 2018.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By: GS ADVISORS VI, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 21 of 24
EXHIBIT (99.10)
GS CAPITAL PARTNERS VI, L.P.
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI, L.P. (the "Company")
does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum,
Jerry Li, Jose Canas, Terry Mosher, Rachel Fraizer, and Apoorva Iyer
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which maybe deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact power
and authority to actin the premises as fully and to all intents and purposes as
the Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorneyin- fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 11, 2019.
GS CAPITAL PARTNERS VI, L.P.
By: GS Advisors VI, L.L.C., its General Partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 22 of 24
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS OPPORTUNITY PARTNERS OFFSHORE-B CO-INVEST
AIV, L.P. (the "Company") does hereby make, constitute and appoint each
of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other
employee
of The Goldman Sachs Group, Inc. or one of its affiliates by one of the
attorneys-in-fact), acting individually, its true and lawful designated in
writing attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act
of 1934, (as amended, the "Act"), with respect to securities which may be
deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done
by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 17th, 2018.
OPPORTUNITY PARTNERS OFFSHORE-B CO-INVEST AIV, L.P.
By: OPPORTUNITY PARTNERS OFFSHORE-B CO-INVEST AIV ADVISORS, LTD., its
general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 23 of 24
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GSCP VI OFFSHORE ICECAP INVESTMENT, L.P.
(the "Company") does hereby make, constitute and appoint each of Eddie
Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act
of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned b y the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of this February 13, 2019.
GSCP VI OFFSHORE ICECAP INVESTMENT, L.P.
By: GSCP VI Offshore Icecap Holdings Entity GP, Ltd., its General Partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GSCP VI GMBH ICECAP INVESTMENT, L.P.
(the "Company") does hereby make, constitute and appoint each of
Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act
of 1934, (as amended, the "Act"), with respect to securities which may
be deemed to be beneficially owned by the Company under the Act, giving
and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned -has duly subscribed these presents
as of this February 13, 2019.
GSCP VI GMBH ICECAP INVESTMENT, L.P.
By: GSCP VI GmbH Icecap Holdings Entity GP, Ltd., its General Partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 24 of 24