Lineage Inc

(16)Related-party balances

The Company pays Bay Grove Management a transition services fee and reimburses certain expenses pursuant to a transition services agreement which was executed during the three months ended September 30, 2024 and replaced a previously existing operating services agreement. Pursuant to the operating services agreement, Bay Grove Management provided certain management and operating services to the Company, and the Company is working with Bay Grove Management to internalize these services with Bay Grove Management’s assistance under the terms of the transition services agreement. During the three and nine months ended September 30, 2024, the Company recorded $3 million and $9 million of expenses in General and administrative expense for transition and operating services, respectively. During the three and nine months ended September 30, 2023, the Company recorded $3 million and $8 million in General and administrative expense for operating services, respectively. As of September 30, 2024 and December 31, 2023, $1 million and $3 million, respectively, in transition and operating services fees and expenses were owed to Bay Grove Management and are included in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.

As of September 30, 2024, the Company hadno accrued distributions payable by the Operating Partnership to BG Cold in connection with Founders Equity Share or the related Advance Distribution, as further described in Note 2, Capital structure and noncontrolling interests. As of December 31, 2023, Accrued dividends and distributions in the condensed consolidated balance sheets included $11 million payable by the Operating Partnership to BG Cold in connection with Founders Equity Share. As of September 30, 2024 and December 31, 2023, Accrued dividends and distributions also included pro rata dividends declared to all equity holders, including related parties, as described in Note 2, Capital structure and noncontrolling interests.

The Company owns an investment stake in suppliers that are accounted for under the equity method of accounting, creating related-party relationships. The Company incurred costs of $5 million and $8 million with these suppliers for the three and nine months ended September 30, 2024, respectively. The Company incurred costs of less than $1 million and $7 million with these suppliers for the three and nine months ended September 30, 2023, respectively. Accounts payable and accrued liabilities includes $1 million owed to these suppliers as of September 30, 2024 and $2 million owed to these suppliers as of December 31, 2023.

As of September 30, 2024 and December 31, 2023, the Company had related-party receivables with minority interest partners and equity method investees of $2 million and $6 million, respectively. Related-party receivables are included in Accounts receivable, net in the condensed consolidated balance sheets. As of September 30, 2024 and December 31, 2023, the Company had additional related-party payables of $2 million with minority interest partners. Related-party payables are included in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.

The Operating Partnership issued notes to certain individual BGLH investors and Non-Company LPs in order to fund certain investor transactions. These notes were repaid in full during the nine months ended September 30, 2024. As of December 31, 2023, these notes totaled $16 million. These notes receivable are included in Accounts receivable, net and Other assets in the condensed consolidated balance sheets.