SMA 8-K
SmartStop Self Storage REIT, Inc. (SMA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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Item 8.01. Other Events.
As previously disclosed, SmartStop Self Storage REIT, Inc. (the “Company”), through its operating partnership (the “Borrower”), is party to an amended and restated revolving credit facility with KeyBank, National Association, as administrative agent and collateral agent (“KeyBank”), certain others listed as joint book runners, joint lead arrangers, syndication agents and documentation agents, and certain other lenders party thereto (the “Credit Facility”). The Credit Facility is pari passu with the outstanding 2032 Private Placement Notes previously issued by the Company to certain holders (the “Note Holders”) on April 19, 2022 and May 25, 2022 (“2032 Private Placement Notes”).
On April 11, 2025, the Company notified KeyBank of its election to reduce the Revolving Commitments under the Credit Facility by $100 million. As a result of this election, the Total Commitments under the Credit Facility were then immediately reduced to $600 million (the “Commitment Reduction”).
In addition, the Company notified KeyBank and the Note Holders that it had achieved the Security Interest Termination Conditions set forth in the credit agreement and the note purchase agreement, as amended, respectively (collectively, the “Agreements”). The Credit Facility and the 2032 Private Placement Notes were initially secured by a pledge of equity interests in certain subsidiaries of the Company (the “Subsidiary Guarantors”). However, as a result of the foregoing notification, KeyBank shall, and subsequently did, release the pledges of the Subsidiary Guarantors pursuant to the Agreements, and each of the Credit Facility and the 2032 Private Placement Notes, respectively, became unsecured (the “Security Interest Termination Event”). As a result of the occurrence of the Security Interest Termination Event, certain terms and conditions of the Credit Facility and the 2032 Private Placement Notes have taken immediate effect, including, but not limited to: (i) in certain circumstances, a reduction in the applicable rate under the Credit Facility, (ii) the adjustment or addition of certain financial covenants, (iii) the addition of a floor of at least $25 million for any cross-defaulted recourse debt of the Company, Borrower or any Subsidiary Guarantor, and (iv) in certain circumstances, a reduction in the annual unused fee for the Credit Facility.
On April 17, 2025, the Company issued a press release disclosing the Commitment Reduction and the occurrence of the Security Interest Termination Event. A copy of the press release is attached hereto as Exhibit 99.1.
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: April 17, 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
SmartStop Self Storage REIT Announces Its Flip to Fully Unsecured on its Senior Credit Facility and Private Placement Notes
LADERA RANCH, CALIF. – April 17, 2025 – SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE:SMA), an internally managed real estate investment trust and a premier owner and operator of self-storage facilities in the United States and Canada, announced today that it has achieved the Security Interest Termination Conditions for its Credit Facility and 2032 Private Placement Notes (as defined in the Credit Facility Loan Agreement and Note Purchase Agreement), which resulted in both facilities becoming fully unsecured. Accordingly, the credit spread pricing grid associated with Revolving Commitments under the Credit Facility was immediately reduced by 25 basis points, and the unused fees on the Credit Facility were reduced by five basis points.
In addition, the Company elected to reduce the Revolving Commitments under the Credit Facility by $100 million. As a result of this election, the Total Commitments under the Credit Facility have been reduced to $600 million.
"This is a significant milestone just a few weeks after becoming a publicly traded company," stated H. Michael Schwartz, Chairman and Chief Executive Officer of SmartStop. "It truly is a testament to the strength of our balance sheet post-IPO, and it will help us to execute on our future growth strategy.”
About SmartStop Self Storage REIT, Inc. (SmartStop):
SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE:SMA) is a self-managed REIT with a fully integrated operations team of approximately 590 self-storage professionals focused on growing the SmartStop® Self Storage brand. SmartStop, through its indirect subsidiary SmartStop REIT Advisors, LLC, also sponsors other self-storage programs. As of April 17, 2025, SmartStop has an owned or managed portfolio of 220 operating properties in 23 states, the District of Columbia, and Canada, comprising approximately 157,200 units and 17.7 million rentable square feet. SmartStop and its affiliates own or manage 41 operating self-storage properties in Canada, which total approximately 34,400 units and 3.5 million rentable square feet. Additional information regarding SmartStop is available at www.smartstopselfstorage.com
Contact:
David Corak
SVP of Corporate Finance & Strategy
SmartStop Self Storage REIT, Inc.