8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2024

SmartStop Self Storage REIT, Inc.

(Exact name of registrant as specified in its charter)

    Maryland
(State or other jurisdiction of incorporation)

    000-55617
(Commission File Number)

    46-1722812
(IRS Employer Identification No.)

   

10 Terrace Road, Ladera Ranch, California 92694

(Address of principal executive offices, including zip code)

(877) 327-3485

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
None	None	None

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”) sent a letter to its stockholders on March 25, 2024 recommending that they reject an unsolicited mini-tender offer received from a third party. The letter also informs stockholders that due to the frequency of these mini-tender offers and the unnecessary additional costs to the Company, the Company will no longer mail responses to these opportunistic mini-tender offers directly to stockholders. Going forward, the Company will provide all mini-tender responses in a Form 8-K filing with the U.S. Securities and Exchange Commission at www.sec.gov and on its 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.

99.1	Letter to Stockholders, dated March 25, 2024

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.


		SMARTSTOP SELF STORAGE REIT, Inc.
Date: March 25, 2024	By:	/s/ James R. Barry
		James R. Barry
		Chief Financial Officer and Treasurer

Exhibit 99.1

RECOMMENDATION TO REJECT AN UNSOLICITED OFFER

If you are considering selling your shares to CMG Partners, LLC 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 CMG Partners, LLC and its affiliates (“CMG”) and REJECT its offer.

Please keep reading for important information.

We recently became aware of an unsolicited attempt by CMG in which CMG has proposed to acquire up to 225,000 shares of Class A common stock of the Company at a price of $7.50 per share (collectively, the “CMG Tender Offer”). After careful evaluation, the Board unanimously recommends that you reject the CMG Tender Offer and ignore the materials that were sent to you by CMG.

The following are a list of important considerations:

•

The Company has published an estimated net asset value per share for its common stock (the “NAV”) of $15.25. The CMG offering price of $7.50 per share is less than half of our current NAV. Although the NAV does not represent the price that a stockholder could obtain in the open market, this is a material difference.

•

While the Company’s share redemption program (the “SRP”) is currently partially suspended, stockholders currently do have the ability to redeem their shares with the Company in certain cases (such as death, disability, confinement to a long-term care facility or other exigent circumstances). We believe the CMG Tender Offer is an attempt to capitalize on the partial suspension of the SRP.

•

As admitted by CMG, it is making the offer “for investment purposes and with the intention of making a profit” (emphasis added). CMG is a for-profit business, and it is attempting to capitalize on illiquidity by buying shares at what it believes is a discounted price in order to make a profit. The CMG Tender Offer indicates that CMG believes that our shares will be worth more than the price CMG is offering. Neither we nor any of our affiliates is in any way affiliated with CMG.

•

As admitted by CMG, the offering price is “not necessarily equal the fair market value” of the shares, nor did CMG make an independent appraisal of the shares or the Company’s properties, nor is CMG qualified to appraise real estate. This is in stark contrast to the rigorous methods used by the Company in determining its NAV, including the engagement of a qualified independent valuation firm, which included an independent appraisal of the shares of the Company as well as its properties. In addition, CMG admits that it “not qualified to appraise real estate” and that it has “not made an independent appraisal” of the Company’s shares or its properties.

•

The Board has significant knowledge of the Company and its assets, and based upon the historical financial data disclosed in the Company’s Form 10-Q and Form 10-K filings over the past several quarters, there are positive trends, which indicate that the CMG Tender Offer undervalues the per share value of the Company.

SmartStop Self Storage REIT, Inc. | 10 Terrace Road, Ladera Ranch, CA 92694 | 866-418-5144 | [email protected]

•

Even if a stockholder were to take advantage of the CMG Tender Offer, the Board cannot verify that CMG has the funds to make a payment for any or all of the shares that may be tendered.

•

CMG has made two prior tender offers for the Company’s shares, as follows: (i) in the second quarter of 2023 at $6.25 per share, and (ii) in the fourth quarter of 2021 at $7.70 per share.

•

The Securities and Exchange Commission has cautioned investors about the heightened risks involved with offers such as the CMG Tender Offer. In addition to this letter, we strongly encourage you to read the information provided by the SEC, here (www.sec.gov/investor/pubs/minitend.htm) and here (www.sec.gov/rules/interp/34-43069.htm). The SEC makes the following admonitions:

If the offer is for less than 5% of a company’s shares, it is a “mini-tender offer” and “you should proceed with caution.” The CMG Tender Offer is for up to approximately 0.2% of the total number of the Company’s outstanding common stock as of November 7, 2023. Thus, the CMG Tender Offer is a mini-tender offer, and you should proceed with caution.

“Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard.”

“[I]nvestors typically feel pressured to tender their shares quickly without having solid information about the offer or the people behind it. And they've been shocked to learn that they generally cannot withdraw from mini-tender offers.”

“[M]ini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide.” We believe the materials provided along with the CMG Tender Offer fail to adequately address certain matters, such as: a complete description of the risks associated with the CMG Tender Offer; a clear discussion of the methodologies used by CMG to determine its offer price or how it has valued the Company’s shares; and a complete disclosure as to the financial wherewithal of CMG.

While we do not believe the CMG 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 CMG 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 CMG Tender Offer.

If you do not wish to tender your shares, simply IGNORE the CMG Tender Offer materials and DO NOT RESPOND.

Should you have any questions or need further information about your options, the CMG 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—whether by CMG or another third party—and to save unnecessary additional costs to the Company, we will no longer mail our responses to these opportunistic mini-tender offers to you directly. Going forward, we will only provide our responses in a filing with the SEC at www.sec.gov and on our website at investors.smartstopselfstorage.com/financials/sec-filings. If you receive one of these tender offers in the future, please go to these websites to review the Board’s response. You may also request a printed copy by calling your financial advisor or our Investor Services team at (866) 418-5144.