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): October 10, 2019

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: 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 each of October 7, 2019 and October 8, 2019 recommending that they reject two separate unsolicited mini-tender offers received from third parties.  Copies of the letters are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

99.1Letter to Stockholders, dated October 7, 2019

99.2Letter to Stockholders, dated October 8, 2019

SIGNATURE

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:  October 10, 2019	By:	/s/ James Barry
		James Barry
		Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

RECOMMENDATION TO REJECT AN UNSOLICITED OFFER

If you are considering selling your shares to MacKenzie Realty Capital, Inc. 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 Realty Capital, Inc. 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 1,000,000 shares of Class A common stock of the Company at a price of $5.51 per share (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:

• As admitted by MacKenzie, it is making the offer “in view of making a profit.” MacKenzie is a for profit business that, among other things, capitalizes on the illiquidity of shares by buying shares at what MacKenzie believes is a discounted price in order to make a profit. The MacKenzie Tender Offer indicates that MacKenzie believes that our shares will be worth more than its offer price in the future. Neither we nor any of our affiliates is in any way affiliated with MacKenzie.

• We believe the MacKenzie Tender Offer is an attempt to capitalize on the recent suspension of our share redemption program (the “SRP”). As stated in our public filings, we have suspended the SRP in order to maintain operating flexibility, continue to invest in future business initiatives, and prepare for strategic alternatives.

• The Company’s estimated net asset value per share for the Company’s common stock (the “NAV”) is currently $10.66. Although this does not represent the price that a stockholder could obtain in the open market, or otherwise, the NAV is nearly doublethe price offered in the MacKenzie Tender Offer.

• According to MacKenzie, in determining its offer price, MacKenzie analyzed a number of quantitative and qualitative factors, including: (i) the lack of a secondary market for resales of the Company’s shares and the resulting lack of liquidity of an investment in the Company; (ii) the estimated value of the Company’s real estate assets; and (iii) the costs to MacKenzie associated with acquiring the Company’s shares, which is in contrast to the rigorous methods used by the Company in developing its NAV, including the engagement of an independent third-party appraisal firm.

• 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 MacKenzie Tender Offer undervalues the per share value of the Company.

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

SmartStop Self Storage REIT, Inc.  |  10 Terrace Road, Ladera Ranch, CA 92694  |  866-418-5144 |  info@StrategicREIT.com  |  www.StrategicREIT.com

Exhibit 99.1

• The Securities and Exchange Commission has cautioned investors about the heightened risks involved with offers such as the MacKenzie 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:

o 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 MacKenzie Tender Offer is for up to approximately 2.0% of the Company’s Class A shares of common stock which equates to approximately 1.7% of the total of the Company’s common stock. Thus, the MacKenzie Tender Offer is a mini-tender offer, and you should proceed with caution.

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

o “[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.”

o “[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 MacKenzie Tender Offer fail to adequately address certain matters, such as: a complete description of the risks associated with the MacKenzie Tender Offer; a clear discussion of the methodologies used by MacKenzie to determine its offer price or how it has valued the Company’s shares; and a complete disclosure as to MacKenzie’s financial wherewithal;

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,

Michael S. McClure

Chief Executive Officer

SmartStop Self Storage REIT, Inc.  |  10 Terrace Road, Ladera Ranch, CA 92694  |  866-418-5144 |  info@StrategicREIT.com  |  www.StrategicREIT.com

EX-99.2

Exhibit 99.2

RECOMMENDATION TO REJECT AN UNSOLICITED OFFER

If you are considering selling your shares to Comrit Investments 1, Limited Partnership 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 Comrit Investments 1, Limited Partnership and its affiliates (“Comrit”) and REJECT its offer.

Please keep reading for important information.

We recently became aware of an unsolicited attempt by Comrit in which Comrit has proposed to acquire up to 776,786 shares of Class A common stock and 116,071 shares of Class T common stock of the Company at a purchase price of $7.84 per share (collectively, the “Comrit Tender Offer”).  After careful evaluation, the Board unanimously recommends that you reject the Comrit Tender Offer and ignore the materials that were sent to you by Comrit.

The following are a list of important considerations:

• As admitted by Comrit, it is making the offer “with the intention of making a profit.” Comrit is a for profit business that, among other things, capitalizes on the illiquidity of shares by buying shares at what Comrit believes is a discounted price in order to make a profit. The Comrit Tender Offer indicates that Comrit believes that our shares will be worth more than its offer price in the future. Neither we nor any of our affiliates is in any way affiliated with Comrit.

• We believe the Comrit Tender Offer is an attempt to capitalize on the recent suspension of our share redemption program (the “SRP”). As stated in our public filings, we have suspended the SRP in order to maintain operating flexibility, continue to invest in future business initiatives, and prepare for strategic alternatives.

• The Company’s estimated net asset value per share for the Company’s common stock (the “NAV”) is currently $10.66. Although this does not represent the price that a stockholder could obtain in the open market, or otherwise, the NAV is over 35% more than the price offered in the Comrit Tender Offer.

• According to Comrit, in determining its offer price, Comrit analyzed a number of quantitative and qualitative factors, including: (i) the lack of a secondary market for resales of the Company’s shares and the resulting lack of liquidity of an investment in the Company; (ii) the estimated value of the Company’s real estate assets; (iii) the costs to Comrit associated with acquiring the Company’s shares; and (iv) Comrit’s objectives to profit from its offer, which is in contrast to the rigorous methods used by the Company in developing its NAV, including the engagement of an independent third-party appraisal firm.

• 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 Comrit Tender Offer undervalues the per share value of the Company.

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

SmartStop Self Storage REIT, Inc.  |  10 Terrace Road, Ladera Ranch, CA 92694  |  866-418-5144 |  info@StrategicREIT.com  |  www.StrategicREIT.com

Exhibit 99.2

• The Securities and Exchange Commission has cautioned investors about the heightened risks involved with offers such as the Comrit 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:

o 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 Comrit Tender Offer is for up to approximately 1.5% of the Company’s Class A common stock and approximately 1.5% of the Company’s Class T common stock, or approximately 1.5% of the total of the Company’s common stock. Thus, the Comrit Tender Offer is a mini-tender offer, and you should proceed with caution.

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

o “[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.”

o “[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 Comrit Tender Offer fail to adequately address certain matters, such as: a complete description of the risks associated with the Comrit Tender Offer; a clear discussion of the methodologies used by Comrit to determine its offer price or how it has valued the Company’s shares; and a completeness of disclosure as to the financial wherewithal of Comrit;

While we do not believe the Comrit Tender Offers are 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 Comrit 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 Comrit Tender Offer.

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

Should you have any questions or need further information about your options, the Comrit 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,

Michael S. McClure

Chief Executive Officer

SmartStop Self Storage REIT, Inc.  |  10 Terrace Road, Ladera Ranch, CA 92694  |  866-418-5144 |  info@StrategicREIT.com  |  www.StrategicREIT.com