Item 1.01 Entry into a Material Definitive Agreement
On November 16, 2021, CubeSmart, a Maryland real estate investment trust (the
"Company"), and CubeSmart, L.P., a Delaware limited partnership (the "Operating
Partnership"), executed and delivered an Underwriting Agreement (the
"Underwriting Agreement"), by and among the Company, the Operating Partnership,
and Wells Fargo Securities, LLC and BofA Securities, Inc., as representatives of
the several underwriters listed on Exhibit A to the Underwriting Agreement (the
"Underwriters"), relating to the issue and sale by the Company (the "Offering")
of 15,525,000 common shares of beneficial interest of the Company, $0.01 par
value per share (the "Common Shares"). The Common Shares sold include 2,025,000
Common Shares issued and sold pursuant to the Underwriters' exercise in full of
their option to purchase such additional shares under the Underwriting
Agreement. The Offering was completed on November 19, 2021.
Pursuant to the Underwriting Agreement, the Company and the Operating
Partnership have agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Act"), or to contribute payments that the Underwriters may be required to
make because of any of those liabilities. The Underwriting Agreement contains
customary representations and covenants.
The Underwriting Agreement is filed as Exhibit 1.1 hereto, and the description
of the material terms of the Underwriting Agreement in this Item 1.01 is
qualified in its entirety by reference to such Exhibit, which is incorporated
herein by reference.
The Company received net proceeds from the Offering, after deducting the
underwriting discount and other estimated offering expenses payable by the
Company, of approximately $765.7 million. The Company intends to contribute the
net proceeds from the offering to the Operating Partnership in exchange for
partnership units of the Operating Partnership having identical economic terms.
The Operating Partnership expects to use all of the net proceeds of the offering
to fund a portion of the approximately $1.648 billion cash purchase price, plus
the payoff of approximately $40.9 million of existing indebtedness of LAACO,
Ltd. ("LAACO"), for its pending acquisition of LAACO, including its portfolio of
59 open and operating self-storage properties that contain an aggregate of
approximately 4.4 million rentable square feet, which includes two self-storage
properties owned and operated by two joint ventures owned fifty percent by LAACO
(the "Storage West Portfolio Acquisition"), which was announced on November 15,
2021 and to pay transaction expenses related thereto. If the Storage West
Portfolio Acquisition is not consummated, the Operating Partnership expects to
use the net proceeds from the offering for general corporate purposes, which may
include funding acquisitions and other investment opportunities and the
repayment or repurchase of existing indebtedness.
The Common Shares are being offered and sold pursuant to the Company's automatic
shelf registration statement on Form S-3 (Registration No. 333-236886) (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"SEC") on March 4, 2020, which became effective immediately upon filing. A final
prospectus supplement relating to the offering and sale of the Common Shares was
filed with the SEC on November 18, 2021.
In connection with the filing of the Underwriting Agreement, the Company is
filing on Exhibits 5.1 and 8.1 to this Current Report on Form 8-K the opinion of
its counsel.
This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
Item 7.01 Regulation FD Disclosure.
On November 19, 2021, the Company issued a press release announcing the closing
of the Offering. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference. The
information in this Item 7.01, including Exhibit 99.1, is being furnished and
shall not be deemed "filed" for purposes of Section 18 of the Act, or otherwise
subject to the liabilities of that Section. The information in this Item 7.01,
including Exhibit 99.1, shall not be incorporated by reference into any
registration statement or other document pursuant to the Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated November 16, 2021, by and among
CubeSmart, CubeSmart, L.P. and Wells Fargo Securities, LLC and BofA
Securities, Inc., as representatives of the several underwriters listed
on Exhibit A thereto.
5.1 Opinion of Troutman Pepper Hamilton Sanders LLP regarding the
legality of the shares offered.
8.1 Opinion of Troutman Pepper Hamilton Sanders LLP with respect to
certain tax matters.
23.1 Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit
5.1).
23.2 Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit
8.1).
99.1 CubeSmart Press Release, dated November 19, 2021.
104 Cover Page Interactive Data File (formatted as inline XBRL).
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