Strategic Storage Trust Iv Subscription Agreement

As part of the agreement, SST IV has temporarily suspended its reinvestment plan for distribution and will pay all future distributions in cash from the distribution announced in October. Under the agreement, SST IV shareholders will receive 2,1875 common shares of SmartStop for each share of SST IV common share they hold. This foreign exchange ratio represents an increase of $0.10 per share over the last estimated net inventory value of ESTS IV compared to the last NAV estimated at $10.40 per share. The transaction puts SST IV at approximately US$370 million, based on the equity account and outstanding debt as of September 30, 2020 and using the agreed foreign exchange ratio and NAV per share estimate of $10.40. Once the transaction is completed, SmartStop shareholders will own approximately 64% of the combined business, SST IV shareholders approximately 25% and management approximately 11%, based on SmartStop and SST IV`s corporate partnership units as of September 30, 2020. As part of the merger agreement, SmartStop acquires all of SST IV`s real estate assets, consisting of 24 100% self-storage facilities in nine states and 5 joint venture buildings at various stages of development in greater Toronto. The entire SST-IV portfolio, including estimates for joint venture real estate at the end of development, includes approximately 22,500 self-care units and 2.6 million net laudable square metres. Additional Information and Where to FindIn the context of the proposed merger, SmartStop intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (SEC), which will contain a proxy statement of SST IV and will also constitute a Prospectus of SmartStop. SST IV intends to send or make available to its shareholders the proxy statement/prospectus and other relevant documents, and to hold a shareholder meeting in order to obtain the necessary shareholder approval for the merger, as well as an amendment to the terms of NESS IV to remove restrictions on the „start-up transactions“ necessary to complete the merger.

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