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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3, 2023
National Storage Affiliates Trust
(Exact name of registrant as specified in its charter) | | | | | | | | | | | |
| Maryland | 001-37351 | 46-5053858 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
8400 East Prentice Avenue, 9th Floor
Greenwood Village, Colorado 80111
(Address of principal executive offices)
(720) 630-2600
(Registrant's telephone number, including area code)
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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 (see General Instruction A.2. below):
☐ 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 Symbols | Name of each exchange on which registered |
| Common Shares of Beneficial Interest, $0.01 par value per share | NSA | New York Stock Exchange |
| Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share | NSA Pr A | New York Stock Exchange |
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. ☐
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Item 1.01. Entry into a Material Definitive Agreement.
Third Amended and Restated KeyBank Credit Facility
On January 3, 2023, NSA OP, LP (the "Operating Partnership"), as borrower, National Storage Affiliates Trust (the "Company"), and certain of the Operating Partnership's subsidiaries, as subsidiary guarantors, entered into a third amended and restated credit agreement with KeyBank National Association, as administrative agent, and a syndicated group of lenders party thereto. The amendment increased the credit facility's total borrowing capacity, extended the revolving line maturity date, provided an option to extend one of the tranche term loan facilities, eliminated the $125.0 million tranche A term loan facility, and made certain other amendments.
The amendment increased the borrowing capacity of the credit facility by $405.0 million for a total credit facility of $1.955 billion, consisting of the following components: (i) a revolving line of credit which provides for a total borrowing commitment up to $950.0 million (the "Revolver"), whereby the Operating Partnership may borrow, repay and re-borrow amounts under the Revolver, (ii) a $275.0 million tranche B term loan facility (the "Term Loan B"), (iii) a $325.0 million tranche C term loan facility (the "Term Loan C"), (iv) a $275.0 million tranche D term loan facility ("Term Loan D"), and (v) a $130.0 million tranche E term loan facility (the "Term Loan E") (collectively, the "amended credit facility"). The Operating Partnership has an expansion option under the amended credit facility, which if exercised in full, would provide for a total borrowing capacity under the amended credit facility of $2.5 billion.
The Revolver matures in January 2027, provided that the Operating Partnership may elect up to two times to extend the maturity by six months each to up to January 2028 by paying an extension fee for each such election of 0.0625% of the total borrowing commitment thereunder at the time of extension and meeting other customary conditions with respect to compliance. The Term Loan B matures in July 2024, provided that the Operating Partnership may elect to extend the maturity to January 2025 subject to certain conditions being met and payment of an extension fee of 0.0625% of the amount of the Term Loan B. The Term Loan C matures in January 2025, the Term Loan D matures in July 2026, and the Term Loan E matures in March 2027. The amended credit facility is not subject to any scheduled reduction or amortization payments prior to maturity.
Interest rates applicable to loans under the amended credit facility are, as elected by the Operating Partnership at the beginning of any applicable interest period, determined based on (i) a 1, 3 or 6 month Term SOFR period ("Term SOFR Loans") plus an applicable margin, (ii) an adjusted daily simple SOFR rate ("Daily Simple SOFR Loans", and together with Term SOFR Loans, "SOFR Loans") plus an applicable margin, or (iii) a base rate determined by the greatest of the Key Bank prime rate, the federal funds rate plus 0.50%, one month Term SOFR plus 1.00%, and 1.00% (“base rate loans”), plus an applicable margin, The applicable margins for the amended credit facility are leverage based and range from 1.10% to 1.80% for SOFR Loans and 0.10% to 0.80% for base rate loans; provided that after such time as the Operating Partnership achieves an investment grade rating as defined in the amended credit facility, the Operating Partnership may elect (but is not required to elect) (a “credit rating pricing election”) that the amended credit facility be subject to applicable margins ranging from 0.725% to 1.65% for SOFR Loans and 0.00% to 0.65% for base rate loans. The Operating Partnership is also required to pay usage based fees ranging from 0.15% to 0.20% with respect to the unused portion of the Revolver; provided that if the Operating Partnership makes a credit rating pricing election, the Operating Partnership will be required to pay rating based fees ranging from 0.125% to 0.300% with respect to the entire Revolver in lieu of any usage based fees.
The Operating Partnership is required to comply with the following financial covenants under the amended credit facility:
•Maximum total leverage ratio not to exceed 60%; provided, however, the Operating Partnership shall be permitted to maintain a ratio of up to 65% following a material acquisition and for two consecutive quarters thereafter
•Minimum fixed charge coverage ratio of at least 1.5x
•Maximum secured indebtedness not to exceed 40% of gross asset value
•Maximum unsecured debt to unencumbered asset value ratio not to exceed 60%; provided, however, the Operating Partnership shall be permitted to maintain a ratio of up to 65% following a material acquisition and for two consecutive quarters thereafter
•Unencumbered adjusted net operating income to unsecured interest expense of at least 2.0x
The capitalization rate utilized in the calculation of our gross asset value was reduced from 6.75% to 6.5%.
In addition, the terms of the amended credit facility contain customary affirmative and negative covenants that, among other things, limit the Operating Partnership's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions.
In the event that the Operating Partnership fails to satisfy its covenants, the Operating Partnership would be in default under the amended credit facility and may be required to repay such debt with capital from other sources.
General
The description above is only a summary of the material provisions of the amended credit facility and is qualified in its entirety by reference to a copy of the credit agreement governing the amended credit facility, which will be filed with the Company's annual report on Form 10-K for the year ended December 31, 2022.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 under the heading "Third Amended and Restated KeyBank Credit Facility" above is incorporated herein by reference.
Item 8.01. Other Events.
On January 3, 2023, the financial covenants and certain other terms of each of the Operating Partnership's other term loan facilities and Note Purchase Agreements were amended to make such terms substantially similar to those in the amended credit facility.
The Operating Partnership repaid the $175.0 million outstanding under its credit agreement among Capital One, National Association, as administrative agent, the Operating Partnership, as borrower, the Company, certain of the Operating Partnership's subsidiaries, as subsidiary guarantors, and a syndicated group of lenders party thereto that was set to mature in June 2023.
SIGNATURES
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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| NATIONAL STORAGE AFFILIATES TRUST | | |
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| By: | /s/ TAMARA D. FISCHER | | |
| Tamara D. Fischer | | |
| Chief Executive Officer | | |
Date: January 3, 2023