Lineage Inc

(4)Business combinations, asset acquisitions, and divestitures

2024 Acquisitions

(a)Entrepôt du Nord

On February 1, 2024, the Company acquired all of the outstanding equity of Entrepôt du Nord Inc. and 2957-8002 Quebec Inc. (collectively “EDN”) through a share purchase agreement for $60 million in cash consideration. EDN owns and operates a temperature controlled warehouse facility near Montreal in Quebec, Canada. Inclusive of measurement period adjustments, the Company has preliminarily assigned the fair values of the assets acquired and liabilities assumed, including $36 million of property, plant, and equipment, $19 million of customer relationships intangible assets, $1 million of cash, $1 million of net working capital assets, $12 million of deferred tax liabilities, and $15 million of goodwill. During the nine months ended September 30, 2024, the Company recorded measurement period adjustments relating to updated fair value estimates of acquired property, plant, and equipment, customer relationships intangible assets, and deferred income tax liabilities, which resulted in a $7 million decrease to goodwill.

The goodwill associated with this acquisition is primarily attributable to the strategic benefits of strengthening the Company’s warehousing network in Canada and is attributable to the Company’s Global Warehousing segment. The goodwill associated with this acquisition is not amortizable for income tax purposes. The Company’s condensed consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows for the three and nine months ended September 30, 2024 include the results of operations for this business since the date of acquisition.

(b)Eurofrigor

On June 28, 2024, the Company acquired all of the outstanding equity of Eurofrigor S.r.l. Magazzini Generali (“Eurofrigor”) through a quota purchase agreement for approximately $17 million ($14 million net of cash acquired). Eurofrigor owns and operates a temperature controlled warehouse facility in Controguerra, Italy. The transaction has been accounted for as an asset acquisition.

(c)Luik Natie

On July 31, 2024, the Company purchased all of the outstanding equity of Luik Natie Holding N.V. (“Luik Natie”) through a share purchase agreement in Belgium for $52 million, inclusive of possible contingent earn-out payments of $12 million. The contingent earn-out amount is based on EBITDA performance and a potential expansion of the campus. In addition, the Company has assumed debt of $14 million. Luik Natie owns and operates a campus of facilities in the port city of Antwerp-Burges, Belgium, providing freezer, cooler, and ambient storage and transportation services. The company has preliminarily assigned the fair values of the assets acquired and liabilities assumed, including $48 million of property, plant, and equipment, $6 million of customer relationship intangible assets, $1 million of cash, $4 million of accounts receivable, $5 million of trade and other payables, $9 million of deferred tax liabilities, and $21 million of goodwill.

The goodwill associated with this transaction is primarily attributable to the strategic benefits of strengthening the Company’s warehousing and transportation network in Belgium and providing access to the port of

Antwerp-Burgess, the second largest in Europe. The goodwill associated with this transaction is not amortizable for income tax purposes. The goodwill has not yet been allocated to a reportable segment, as the valuation is preliminary.

(d)Facility in Western Australia

On May 22, 2024 the Company entered into a definitive agreement to acquire a cold storage facility in Western Australia for $11 million. The transaction closed on November 1, 2024.

Updates Relating to Prior Period Acquisitions

(a)VersaCold

On August 2, 2022, the Company acquired all the outstanding equity interests of VersaCold GP Inc., 1309266 BC ULC and VersaCold Acquireco, L.P. and its subsidiaries, including the operating entity VersaCold Logistics Services, (collectively “VersaCold”). Included in cash consideration transferred was a liability assumed by the Company to be paid to the Canadian Revenue Agency (“CRA”) on behalf of the sellers. The amount owed to the CRA was $4 million and $43 million as of September 30, 2024 and December 31, 2023, respectively, and is included in Accounts payable and accrued liabilities in the condensed consolidated balance sheets. The Company paid $28 million and $39 million to the CRA during the three and nine months ended September 30, 2024, respectively.

The initial accounting for the 2024 business combinations has been completed on a preliminary basis, and accounting for all 2023 business combinations has been finalized. The primary areas of acquisition accounting that are not yet finalized relate to the valuation of all acquired real estate assets, intangible assets, and related income tax assets and liabilities. The Company’s estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date, and actual values may materially differ from the preliminary estimates.

2023 Divestitures

In the third quarter of 2023, as part of the Company’s continued focus on increasing profitability, the Company completed the sale of its 75% interest in Erweda BV and its subsidiaries. The cash consideration transferred wasimmaterial. Erweda BV was included in the Global Integrated Solutions segment and remains a supplier for the Company’s food sales business. During the three and nine months ended September 30, 2023, the Company recognized a net loss on sale of Erweda BV of $21 million, included in Other nonoperating income (expense), net on the condensed consolidated statements of operations and comprehensive income (loss) and derecognized noncontrolling interests in the amount of $4 million.