Lineage Inc

(4)Business combinations, asset acquisitions, and divestitures

2024 Business Combinations

The following acquisitions took place during the year ended December 31, 2024. The initial accounting for the 2024 business combinations has been completed on a preliminary basis. 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. The Company’s consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows include the results of operations for these acquired businesses since the date of acquisition for the year ended December 31, 2024. Pro forma results of operations have not been presented because those effects of 2024 acquisitions, individually and in the aggregate, were not material to the Company’s consolidated results of operations.

The following table summarizes the total consideration and the estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company during the year ended December 31, 2024, inclusive of any measurement period adjustments.

(a)ColdPoint Logistics

On November 1, 2024, the Company acquired a warehouse and operating assets of ColdPoint Logistics Warehouse, LLC and ColdPoint Logistics Real Estate, LLC (collectively referred to as “ColdPoint Logistics”) through an asset purchase agreement. The facility provides temperature-controlled storage in the Greater Kansas City area. The purpose of this acquisition was to expand the Company’s growth and strengthening of the Company’s warehousing presence in the central region of the US, with direct access to major ports via onsite rail.

The goodwill associated with this acquisition is primarily attributable to the synergies and strategic benefits of strengthening the Company’s warehousing network offerings in the region and was allocated to the Company’s Global Warehousing segment. The goodwill is amortizable for income tax purposes.

(b)Other

During 2024, the Company completed other business combinations to expand the Company’s growth and strengthening of the Company’s warehousing and transportation network in Canada, Belgium, and Western Australia and providing access to the second largest port in Europe (Belgium). The goodwill associated with these acquisitions is primarily attributable to the synergies and strategic benefits provided by the expansion of the Company’s offerings in those regions and was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments. The goodwill is not amortizable for income tax purposes.

2024 Real Estate Acquisitions

(a)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 $18 million ($15 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 under ASC 805, Business Combinations.

2023 Business Combinations

The following acquisitions took place during the year ended December 31, 2023. All accounting for these acquisitions is final. The consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows include the results of operations for these acquired businesses since the date of acquisition for the years ended December 31, 2024 and 2023. Pro forma results of operations have not been presented because the effects of 2023 acquisitions, individually and in the aggregate, were not material to the Company’s consolidated results of operations.

The following table summarizes the total consideration and the estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company during the year ended December 31, 2023, inclusive of any measurement period adjustments.

(a)Burris

On October 2, 2023, the Company acquired all of the outstanding equity of certain subsidiaries from Burris Logistics, as well as certain facilities and related assets (collectively, “Burris”) through an asset purchase agreement. The Burris assets include eight facilities in Lakeland, Florida; Jacksonville, Florida; McDonough, Georgia; Edmond, Oklahoma; New Castle, Delaware; Waukesha, Wisconsin; and Federalsburg, Maryland. These facilities provide a mix of temperature-controlled warehousing services and e-commerce fulfillment.

The goodwill associated with this acquisition is primarily attributable to the strategic benefits of strengthening the Company’s warehousing network in the Eastern and Midwestern United States and expansion of its existing e-commerce fulfillment business. The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments and was not amortizable for income tax purposes.

(b)NOVA Coldstore

On October 2, 2023, the Company acquired all the outstanding equity interests of Mountain Dog Operating, LLC, Big Dog Operating, LLC, and NOVA Coldstore Corp. (collectively, “NOVA Coldstore”). NOVA Coldstore is a provider of temperature-controlled warehousing services through itstwo facilities in Massachusetts.

In connection with the transaction described above, Lineage OP issued equity interests to the sellers in the amount of $6 million as consideration for certain of the equity interests in NOVA Coldstore. The fair value of the equity issued by Lineage OP was the price at which equity was issued to third-party investors in arms’ length transactions in connection with other Lineage OP capital raising activities.

The goodwill associated with this acquisition is primarily attributable to the strategic benefits of strengthening the Company’s warehousing network in the North Eastern United States. The goodwill was attributable to the Company’s Global Warehousing segment and was not amortizable for income tax purposes.

(c)Other Business Combinations

During the year ended December 31, 2023, the Company completed other business combinations to expand the Company’s growth and strengthening of the Company’s warehousing and end-to-end logistics solution offerings in the respective regions. The goodwill associated with these acquisitions is primarily attributable to the synergies and strategic benefits provided by the expansion of the Company’s offerings in those regions. The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments and was not amortizable for income tax purposes.

2023 Divestitures

During the year ended December 31, 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 year ended December 31, 2023, the Company recognized a net loss on sale of Erweda BV of $21 million, included in Other nonoperating income (expense), net on the consolidated statements of operations and comprehensive income (loss) and derecognized noncontrolling interests in the amount of $4 million.

2023 Real Estate Acquisitions

During the year ended December 31, 2023, the Company acquiredone property in Chistchurch, New Zealand, qualifying as an asset acquisition under ASC 805, Business Combinations, for total cash consideration of$13 million.

2022 Business Combinations

The following acquisitions took place during the year ended December 31, 2022. All accounting for these acquisitions is final. The consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows include the results of operations for these acquired businesses since the date of acquisition for the years ended December 31, 2024, 2023, and 2022. Pro forma results of operations have not been presented because the effects of 2022 acquisitions, individually and in the aggregate, were not material to the Company’s consolidated results of operations.

The following table summarizes the total consideration and the estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company during the year ended December 31, 2022.

(a)MTC Logistics

On March 1, 2022, the Company acquired all the outstanding equity interests of MTC Logistics through an asset purchase agreement. MTC Logistics is a provider of warehousing services including cold storage, blast freezing, import/export transportation, and drayage through itsfour facilities in Maryland, Delaware, and Alabama.

In connection with the transaction described above, Lineage OP issued equity interests to the sellers in the amount of $26 million as consideration for certain of the equity interests in MTC Logistics. The fair value of the equity issued by Lineage OP was the price at which equity was issued to third-party investors in arms’ length transactions in connection with other Lineage OP capital raising activities.

The goodwill associated with this acquisition was primarily attributable to the strategic benefits provided by MTC Logistics’ strong presence in key ports along the U.S. East and Gulf coasts. The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments. Of the total $33 million of goodwill associated with this acquisition, $6 million is amortizable for income tax purposes.

(b)Mandai Link

On April 29, 2022, the Company acquired all the outstanding equity interests of Mandai Link Logistics Pt. Ltd., through the acquisition of the equity interests of its parent corporation Pin Corporation Pte. Ltd., and its affiliate LinkRich (S) Pte. Ltd. (collectively, “Mandai Link”). Mandai Link is a provider of refrigerated food distribution services, including logistic and cold storage warehousing in Singapore.

The goodwill associated with this acquisition was primarily attributable to the Company’s market entry into Singapore where Mandai Link is a market leader, strengthening the Company’s presence in South East Asia and providing a platform for growth across the region. The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments and is not amortizable for income tax purposes.

(c)Turvo

On June 1, 2022, the Company acquired all the outstanding equity interests of Turvo, Inc. (together with its subsidiaries, “Turvo”). Turvo is a software developer that specializes in providing a real-time, collaborative logistics platform that connects shippers, logistics providers, carriers, and other parties across the supply chain through cloud-based software and mobile applications.

In connection with the transaction described above, BGLH issued equity interests to the sellers in the amount of $55 million as consideration for certain of the equity interests in Turvo. The fair value of the equity issued by BGLH was the price at which equity was issued to third-party investors in arms’ length transactions in connection with other BGLH capital raising activities. The equity interests were contributed to the Company on the acquisition date.

The goodwill associated with this acquisition was primarily attributable to the strategic opportunities to both enhance the integration of Turvo’s software into Lineage’s transportation management service offerings provided to existing customers and expand into new and adjacent markets under the Turvo brand name, as well as its assembled workforce. The goodwill was recorded within the Company’s Global Integrated Solutions segment and is not amortizable for income tax purposes.

(d)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”). VersaCold is a leading cold chain solution provider in Canada that operates 24 temperature-controlled facilities across nine provinces. Its strategically-positioned network includes properties in Canada’s most populous metropolitan markets, including Toronto, Calgary, Vancouver, Edmonton, and Montreal. VersaCold also runs an inbound and outbound transportation business out ofnine terminals across Canada, providing customers an integrated, coast-to-coast logistics solution.

Included in cash consideration transferred was a $46 million liability assumed by the Company to be paid to the Canadian Revenue Agency (“CRA”) on behalf of the sellers. The Company paid $37 million to the CRA during the year ended December 31, 2024. The amount owed to the CRA was $4 million and $41 million as of December 31, 2024 and December 31, 2023, respectively, and is included in Accounts payable and accrued liabilities in the consolidated balance sheets.

The acquisition includes a contingent consideration arrangement that requires additional cash consideration payment of up to $75 million CAD based on earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of VersaCold during the calendar year ended December 31, 2022. The fair value of the contingent consideration recognized on the acquisition date of $22 million USD was estimated by applying a Monte Carlo simulation approach. That measure is based on significant Level 3 inputs not observable in the market. Key assumptions include (1) discount rate, (2) credit spread, and (3) forecasted EBITDA. Based on the actual EBITDA results of VersaCold during the year ended December 31, 2022, the Company made the final payout of $21 million on May 24, 2023.

Upon acquisition, the Company recognized gross deferred tax liabilities in the amount of $70 million and gross deferred tax assets in the amount of $18 million, primarily resulting from outside basis difference in the partnership interests acquired. Based on the judgment of management, the Company has concluded that it is more likely than not that the deferred tax assets will not be realized and, accordingly, have recorded a full valuation allowance as of the date of acquisition.

The goodwill associated with this acquisition was primarily attributable to the strategic benefits of expansion into key markets across Canada, more efficient cross-border transportation solutions, and an assembled workforce of more than 2,600 employees. The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments and is not amortizable for income tax purposes.

(e)Transportes Fuentes Group

On September 1, 2022, the Company acquired all the outstanding equity interests of Transportes Agustín Fuentes e Hijos, S.L.U. (together with its subsidiary, “Transportes Fuentes Group”). Headquartered in Murcia, Spain, Transportes Fuentes Group operates a fleet of over 500 vehicles and trailers, six logistics centers, a cold storage warehouse in Spain, and value-added services supporting those facilities. Transportes Fuentes Group provides international food transport services covering Belgium, France, Germany, Italy, the Netherlands, Portugal, and the United Kingdom. It is also a founding member of Reefer Terminal, a strategic partnership to create an intermodal transportation platform combining road and rail cold storage transport services.

In connection with the transaction described above, the Company issued a promissory note to the seller, which the seller assigned to BGLH in exchange for the issuance of BGLH equity interests to the seller in the amount of $14 million. The fair value of the equity issued by BGLH was the price at which equity was issued to third-party investors in arms’ length transactions in connection with other BGLH capital raising activities. The promissory note acquired by BGLH was contributed to the Company on the acquisition date in exchange for issuance of common stock to BGLH, which is included in Common stock issued in acquisitions in the consolidated statements of redeemable noncontrolling interests and equity.

The goodwill associated with this acquisition is primarily attributable to the strategic opportunities to expand its operations within Spain and enhance the Company’s end-to-end supply chain services for customers across Europe. The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments and is not amortizable for income tax purposes.

At acquisition, the Company established a liability of$7 million for uncertain tax positions of Transportes Fuentes Group. During the year ended December 31, 2023, the Company released the uncertain tax positions liability and the related indemnification asset due to the change in its assessment that the position is not more-likely-than-not to be sustained, which was based on recent tax rulings issued by the applicable local authorities.

(f)Other Business Combinations

During the year ended December 31, 2022, the Company completed other business combinations to expand the Company’s growth and strengthening of the Company’s end-to-end logistics solution offerings in the respective regions. The goodwill associated with these acquisitions is primarily attributable to the synergies and strategic benefits provided by the expansion of the Company’s offerings in those regions and is not amortizable for income tax purposes.

2022 Real Estate Acquisitions

During the year ended December 31, 2022, the Company acquiredone property in Logan Township, New Jersey, qualifying as an asset acquisition under ASC 805, Business Combinations, for total cash consideration of$50 million.

Updates Related to Prior Period Acquisitions

(a)Iowa Cold Storage, LLC

During the year ended December 31, 2022, the Company transferred total consideration of $13 million to settle a contingent consideration arrangement for the 2019 acquisition of substantially all of the assets of Iowa Cold Storage, LLC.

(b)H&S Coldstores Holding B.V.

During the year ended December 31, 2023, the Company transferred cash consideration of $8 million to settle a contingent consideration arrangement for the 2022 acquisition of H&S Coldstores Holding B.V.