Sieve Capital Issues Letter Urging Americold Shareholders to Vote AGAINST Chairman Mark Patterson and Director Andy Power at Annual Meeting
Asserts the Two Long-Time Allies Have Presided Over Abysmal Capital Allocation, Deficient Corporate Governance, Massive Underperformance and Value Destruction During 8 Years at Americold
Contends
Views the 2026 Annual Meeting as a Pivotal Moment for Shareholders to Send a Message to the Americold Board About the Need for
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Fellow Shareholders of Americold,
Sieve believes it is in the best interest of the Company and all of its shareholders to vote “AGAINST” the reelection of
|
Since IPO |
Patterson Tenure |
5 years |
3 years |
1 year |
|
|
Americold |
-20.13% |
-53.51% |
-66.44% |
-55.73% |
-47.43% |
|
MSCI US REIT Index |
65.91% |
47.15% |
29.38% |
32.31% |
5.94% |
|
NAREIT Index |
66.58% |
45.18% |
21.35% |
24.03% |
2.90% |
|
S&P 600 Index |
72.44% |
77.43% |
23.96% |
34.66% |
18.69% |
As we disclosed last month, our concerns about
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Summary of Issues at Paramount Group, Inc. (“Paramount Group”) – We believe Americold shareholders should be very concerned with allegations pertaining to Mr. Patterson’s tenure at Paramount Group, where he once received less than a majority of votes cast by shareholders at an annual meeting before being unilaterally re-added to the board of directors by seemingly friendly leadership.2 It was subsequently reported that
the Securities and Exchange Commission (the “SEC”) is investigating financial dealings betweenMr. Patterson and his reported ally and former Paramount Group CEO,Albert Behler .3 This investigation is reportedly ongoing, although there is no disclosure pertaining to it in Americold’s recent proxy statement. -
Summary of Issues at
Digital Realty Trust, Inc. (“Digital Realty”) – We believe Americold shareholders should also be very concerned with allegations pertaining to Mr. Patterson’s ongoing involvement atDigital Realty , where he andMr. Power (Digital Realty’s Chief Executive Officer) serve as directors together. Digital Realty’s former Chairman previously issued a noisy resignation letter that repeatedly accusedMr. Patterson of disregarding corporate governance norms, including when it came to “lobbying forAndy Power to be made President or even CEO” outside of proper channels.4 The letter also includes assertions thatMr. Patterson disparaged and worked to oust two female directors shortly after they joinedDigital Realty . In our view, any shareholder of Americold should read the letter in question for themselves to understand the extent to which seemingly credible individuals oppose Mr. Patterson’s boardroom behavior (read full letter here). -
Summary of Recent Issues at Americold – In addition to fostering an environment that tolerates dismal capital allocation and questionable interlocks among directors,
Mr. Patterson appears to have omitted material aspects of his background from Company disclosures. Since the Company’sApril 2022 proxy statement, shareholders have not been informed thatMr. Patterson previously served as Chairman and CEO ofBoomerang Systems, Inc. , which filed for bankruptcy in 2015 following his tenure.Mr. Patterson has also been described in Company disclosures as a certified public accountant; however, it appears that his Texas CPA license may have lapsed decades ago.Mr. Patterson also appears to be focused on an entrenchment agenda in the face of reported offers from credible buyers to purchase all or part of Americold.5 He seems to be a strong advocate for joint venture transactions, which can have a negative impact on both cash flow and future transaction optionality. We do not see how the Patterson-led Board can forgo a broad assessment of acquisition interest via a disclosed strategic review, particularly when shareholders have suffered so significantly under the long-term stewardship of Messrs. Patterson and Power. We assert there is a clear connection between these individuals’ decisions and the Company’s terrible long-term performance.
In Americold’s recently filed proxy statement, the Company claims that its
Shareholders are also being asked to believe that Mr. Patterson’s experience as a director and in real estate represents a benefit, despite the fact that his purported experience has delivered nothing of value for shareholders over the past eight years. The proxy statement also suggests that the Board unanimously supports Mr. Patterson’s re-election, leaving us in disbelief. Given what we deem to be questionable and sparse disclosures in the proxy statement, we believe shareholders should find the Board’s level of candor and transparency completely insufficient.
At bottom, we contend there is no reason for shareholders to continue supporting the
Sincerely,
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About Us
This is not a solicitation of authority to vote your proxy. Do not send us your proxy card. Sieve is not asking for your proxy card and will not accept proxy cards if sent. Sieve is not able to vote your proxy, nor does this communication contemplate such an event.
The views expressed in this release should not be construed as investment advice and are not intended to be a forecast of future events or a guarantee of future results. The opinions provided in this release are for general information only and should not be considered a recommendation to buy or sell any of the Company’s securities. It should not be assumed that investments in such securities have been or will be profitable. The information contained in this release has been prepared from sources believed reliable but is not guaranteed by us as to its timeliness or accuracy, and is not a complete summary or statement of all available data.
1
Source: Bloomberg; total shareholder returns include reinvested dividends and run through
2Source: Current Report on Form 8-K filed by Paramount Group with the
3Source: The Real Deal, “Questions about Paramount Group extend to CEO’s dealings with board member,” dated
4Source: Current Report on Form 8-K filed by
5Source: Semafor, “Cold-storage giant Americold fields private equity interest,” dated
6Source: Definitive proxy statement filed by Americold with the
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gavin@sievecap.com
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