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
Date of Report (Date of earliest event reported):
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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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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
of CubeSmart |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth
company (CubeSmart)
Emerging growth
company (CubeSmart, L.P.)
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.
CubeSmart ¨
CubeSmart, L.P. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On August 11, 2025 CubeSmart, L.P. (the “Operating Partnership”) and CubeSmart (the “Company”) executed and delivered an underwriting agreement (the “Underwriting Agreement”), by and among the Company, the Operating Partnership and Wells Fargo Securities, LLC, BofA Securities, Inc. and PNC Capital Markets LLC, as representatives of the several underwriters named in Exhibit A thereto (collectively, the “Underwriters”), relating to the public offering of $450.0 million in aggregate principal amount of the Operating Partnership’s 5.125% senior notes due 2035 (the “Notes”). The Company will fully and unconditionally guarantee payment of principal, the make-whole premium, if any, and interest on the Notes (collectively, the “Guarantee”). The offer and sale of the Notes and related Guarantee are expected to be completed on August 20, 2025, subject to customary closing conditions. Under the terms of the Underwriting Agreement, the Company and the Operating Partnership have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute payments that the Underwriters may be required to make because of any of those liabilities. The Underwriting Agreement contains customary representations, warranties and covenants. The offer and sale of the Notes and related Guarantee were registered with the Securities and Exchange Commission (the “Commission”) pursuant to a registration statement on Form S-3ASR (File No. 333-270248) (the “Registration Statement”), under the Securities Act. A prospectus supplement relating to the offering and sale of the Notes was filed with the Commission on August 12, 2025.
The foregoing is not a complete description of the Underwriting Agreement and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated herein by reference.
The Operating Partnership intends to use the net proceeds from this offering to repay outstanding indebtedness under our unsecured revolving credit facility and for working capital and other general corporate purposes, which may include repayment or repurchase of certain of our other outstanding indebtedness.
The Notes and the Guarantee will be issued pursuant to a base indenture, dated as of September 16, 2011 (the “Indenture”), among the Company, the Operating Partnership and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, as supplemented by an eleventh supplemental indenture expected to be dated as of August 20, 2025.
The Indenture previously was filed with the Commission on September 16, 2011 as Exhibit 4.5 to the Company’s and the Operating Partnership’s registration statement on Form S-3 (File No. 333-176885) under the Securities Act, and is incorporated into this Item 1.01 by reference.
Item 7.01 Regulation FD Disclosure.
On August 11, 2025 the Company issued a press release announcing the pricing of the Notes. A copy of the press release is furnished herewith as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated as of August 11, 2025, among CubeSmart, CubeSmart, L.P. and Wells Fargo Securities, LLC, BofA Securities, Inc. and PNC Capital Markets LLC, as representatives of the several underwriters named in Exhibit A thereto. | |
| 4.1* | Indenture, dated as of September 16, 2011, among CubeSmart, CubeSmart, L.P. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3, filed with the Commission on September 16, 2011. | |
| 99.1 | Press Release, dated August 11, 2025. | |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
* Incorporated herein by reference as above indicated.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CUBESMART | |||
| Date: August 12, 2025 | By: | /s/ Jeffrey P. Foster | |
| Name: | Jeffrey P. Foster | ||
| Title: | Chief Legal Officer & Secretary | ||
| CUBESMART, L.P. | |||
| By: | CubeSmart, its general partner | ||
| Date: August 12, 2025 | By: | /s/ Jeffrey P. Foster | |
| Name: | Jeffrey P. Foster | ||
| Title: | Chief Legal Officer & Secretary | ||