CubeSmart, L.P. entered into an agreement to acquire LAACO, Ltd. (OTCPK:LAAC.Z) from Stability LLC and others for approximately $1.7 billion on November 15, 2021. Under the terms of the transaction, CubeSmart will acquire 100% of the outstanding partnership units of LAACO, Ltd. for approximately $1.648 billion cash purchase price, plus payoff approximately $40.9 million of existing indebtedness of LAACO, Ltd. CubeSmart intends to finance the purchase price at closing through a combination of net proceeds from an underwritten public offering, and the proceeds from new long-term debt financing. In case such debt financing is unavailable, CubeSmart intends to finance any remaining portion of the acquisition purchase price with proceeds from a senior unsecured bridge loan facility and/or unsecured revolving credit facility. To ensure that the CubeSmart has sufficient funds to finance the purchase price at closing in the event that the contemplated financing sources are insufficient, CubeSmart has received a commitment to provide a senior unsecured bridge loan facility in an original principal amount of $1 billion pursuant to a commitment letter from Wells Fargo Bank, National Association. The transaction is subject to shareholder approval of CubeSmart and LAACO; and other customary closing conditions. CubeSmart and Stability will enter into a voting agreement, pursuant to which Stability will agree to vote all its outstanding units in LAACO, in favor of entering into the merger agreement. General partner of CubeSmart has approved the transaction. Stability and The Los Angeles Athletic Club, Inc., in their capacity as the managing general partner of the LAACO have approved the transaction. The transaction is expected to complete in fourth quarter of 2021. The transaction is expected to be immediately accretive. Duff & Phelps provided fairness opinion to the members of Stability LLC. Joseph S. Adams, Joseph S. Adams, Neely Agin, D. Stephen Antion, Todd G. Betor, Eleni Kouimelis, Christopher J. Douglass, Scott Landau, Warren Loui, Monique Ngo-Bonnici, Edward Prokop, John Schreiber, Kevin Smith, Alessandra Swanson, Becky Troutman of of Winston & Strawn LLP acted as legal advisor to LAACO. D. Stephen Antion o of Winston & Strawn LLP acted as legal advisor to Stability. Richard B. Aldridge and Michael N. Baxter of Morgan, Lewis & Bockius LLP acted as legal advisor to CubeSmart.

CubeSmart, L.P. completed the acquisition of LAACO, Ltd. (OTCPK:LAAC.Z) from Stability LLC and others on December 9, 2021.The acquisition was funded using the net proceeds from a combination of capital raising transactions, including the Company's recent offerings of 15,525,000 common shares, $550 million of unsecured senior notes due in 2028, and $500 million of unsecured senior notes due in 2032.