Item 1.01 Entry into a Material Definitive Agreement. OnSeptember 22, 2020 ,National Storage Affiliates Trust , aMaryland real estate investment trust (the "Company") entered into (a) forward sale agreements (the "Forward Sale Agreements") with each ofMorgan Stanley & Co. LLC andCitibank, N.A . (collectively, the "Forward Purchasers"), and (b) together withNSA OP, LP , aDelaware limited partnership, an underwriting agreement (the "Underwriting Agreement") withMorgan Stanley & Co. LLC andCitigroup Global Markets Inc. , as underwriters, (the "Underwriters"), the Forward Purchasers andMorgan Stanley & Co. LLC andCitigroup Global Markets Inc. as agent forCitibank, N.A ., as forward sellers (the "Forward Sellers"), relating to the issuance and sale of an aggregate of 4,500,000 of the Company's common shares of beneficial interest, par value$0.01 per share (the "Shares"), at a public offering price of$33.15 per share. In addition, the Forward Sellers granted to the Underwriters a 30-day option to purchase up to an additional 675,000 Shares at the same price. The Shares are being offered and sold under a prospectus supplement and accompanying prospectus filed with theU.S. Securities and Exchange Commission pursuant to a shelf registration statement on Form S-3 (File No. 333-223654). The offering closed onSeptember 25, 2020 . The Forward Sellers or their affiliates, at the Company's request, borrowed from third parties and sold an aggregate of 4,500,000 Shares to the Underwriters onSeptember 25, 2020 in connection with the closing of the offering. The Company currently expects (subject to the Company's right to elect cash or net share settlement subject to certain conditions) to issue and sell, upon physical settlement of the Forward Sale Agreements on one or more settlement dates specified by the Company prior toMarch 22, 2021 , an aggregate of 4,500,000 Shares, to the Forward Purchasers at an initial forward sale price of$32.832 per share, subject to certain adjustments to such initial forward sale price as provided in the Forward Sale Agreements.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Copies of each of the Forward Sale Agreements are attached as Exhibit 1.2 and Exhibit 1.3 to this Current Report on Form 8-K and are incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.
Exhibit Number Description
1.1 Underwriting Agreement, datedSeptember 22 ,
2020, among National Storage
Affiliates Trust ,NSA OP, LP ,Morgan Stanley & Co.
LLC and Citigroup Global
Markets Inc. , as the underwriters, Morgan Stanley
& Co. LLC and
as forward purchasers, andMorgan Stanley & Co.
LLC and Citigroup Global
Markets Inc. as agent forCitibank, N.A ., as
forward sellers
1.2 Registered Forward Confirmation, dated September
22, 2020 by and between
National Storage Affiliates Trust and Morgan
1.3 Registered Forward Confirmation, dated September
22, 2020 by and between
National Storage Affiliates Trust andCitibank, N.A . 5.1 Opinion ofClifford Chance US LLP (including consent of such firm) 8.1 Tax Opinion ofClifford Chance US LLP (including consent of such firm) 23.1 Consent ofClifford Chance US LLP (included in Exhibit 5.1) 23.2 Consent ofClifford Chance US LLP (included in Exhibit 8.1) 101 Cover Page Interactive Data File - the cover page
XBRL tags are embedded within
the Inline XBRL document. 104 The cover page from this Current Report on Form
8-K, formatted as Inline XBRL.
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