SMA 8-K
SmartStop Self Storage REIT, Inc. (SMA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
SmartStop Self Storage REIT, Inc. (the “Company”) is filing this Current Report on Form 8-K for the purpose of providing its stockholders with a letter recommending that they reject an unsolicited mini-tender offer received from a third party. In addition, this letter will be made available to stockholders on the Company’s website at investors.smartstopselfstorage.com/financials/sec-filings. The Company will mail a copy of the letter to a stockholder upon request. A copy of the letter is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. |
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99.1 |
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Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SMARTSTOP SELF STORAGE REIT, Inc. |
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Date: May 12, 2025 |
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/s/ James R. Barry |
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James R. Barry |
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Chief Financial Officer and Treasurer |
Exhibit 99.1
RECOMMENDATION TO REJECT AN UNSOLICITED OFFER
If you are considering selling your shares to MacKenzie Capital Management, LP or its affiliates, please read all of the information below.
Dear Stockholder:
The Board of Directors (the “Board”) of SmartStop Self Storage REIT, Inc. (the “Company”) unanimously recommends that you IGNORE the materials that were sent to you by MacKenzie Capital Management, LP and its affiliates (“MacKenzie”) and REJECT its offer.
Please keep reading for important information.
We recently became aware of an unsolicited attempt by MacKenzie in which MacKenzie has proposed to acquire up to 300,000 shares of Class A or Class T common stock of the Company at a post 1-for-4 reverse stock split price of $20.00, which represents a pre-stock split price of $5.00 per share (collectively, the “MacKenzie Tender Offer”). After careful evaluation, the Board unanimously recommends that you reject the MacKenzie Tender Offer and ignore the materials that were sent to you by MacKenzie.
The following are a list of important considerations:
SmartStop Self Storage REIT, Inc. | 10 Terrace Road, Ladera Ranch, CA 92694 | 866-418-5144 | [email protected]
While we do not believe the MacKenzie Tender Offer is in the best interest of our stockholders, it is important for you to carefully evaluate whether to tender your shares as it relates to your specific situation, particularly with respect to your investment objectives, your financial circumstances, other financial opportunities available to you, your own tax position and tax consequences, and any other factors you determine are relevant to your decision. To that end, we encourage you to consult with any financial, tax or other advisors when making your decision.
Please also carefully consider all the factors discussed in the MacKenzie Tender Offer materials, our letter and the advice provided by the SEC before making a decision.
We encourage you to follow the recommendation of the Board and not tender your shares in connection with the MacKenzie Tender Offer.
If you do not wish to tender your shares, simply IGNORE the MacKenzie Tender Offer materials and DO NOT RESPOND.
Should you have any questions or need further information about your options, the MacKenzie Tender Offer, or otherwise, please feel free to contact SmartStop Self Storage REIT, Inc., 10 Terrace Road, Ladera Ranch, California 92694, Attention: Investor Relations (telephone number: (866) 418-5144.
Sincerely,
H. Michael Schwartz
Chief Executive Officer
*Please note that due to the frequency of these tender offers and to save unnecessary additional costs to the Company, we no longer mail our responses to these opportunistic mini-tender offers to you directly. This response can be found in a filing with the SEC at www.sec.gov and on our website at investors.smartstopselfstorage.com/financials/sec-filings. You may request a printed copy by calling your financial advisor or our Investor Services team at (866) 418-5144.