XML 29 R19.htm IDEA: XBRL DOCUMENT v3.23.1
Subsequent Events
3 Months Ended
Mar. 31, 2023
Subsequent Events [Abstract]  
Subsequent Events

Note 12. Subsequent Events

Huntington Credit Facility

On April 13, 2023, we entered into an amendment and joinder to the Huntington Credit Facility to: (i) increase the borrowing capacity up to approximately $107.6 million, (ii) extend the maturity date by one-year until November 30, 2025, (iii) add two additional special purpose entities as borrowers under the loan, and (iv) modify certain other covenants (the “Huntington Amendment”). In connection with the Huntington Amendment, the Company, through the Additional Borrowers, added the St. Johns and Oxford Properties owned by the Additional Borrowers to the Huntington Credit Facility and drew approximately $12.5 million.

Series B Convertible Preferred Stock

On May 1, 2023 (the “Commitment Date”), we entered into a preferred stock purchase agreement (the “Purchase Agreement”) with Extra Space Storage LP (the “Investor”), a subsidiary of Extra Space Storage Inc. (NYSE: EXR), pursuant to which the Investor committed to purchase $150 million in preferred shares (the aggregate shares to be purchased, the “Preferred Shares”) of our new Series B Convertible Preferred Stock (the “Series B Convertible Preferred Stock”). The closing (the “ Closing”) in the amount of $150 million occurred on the Commitment Date and we incurred approximately $1.2 million in issuance costs related to the Series B Convertible Preferred Stock.

Redemption of Preferred Equity in our Operating Partnership

On May 2, 2023, the Preferred Investor waived the two year lock out clause on redemptions and the Operating Partnership redeemed all $15 million in Preferred Units and unpaid preferred distributions.

SmartStop Delayed Draw Mezzanine Loan

On May 2, 2023, we repaid the $50 million outstanding balance on the SmartStop Delayed Draw Mezzanine Loan with all accrued interest. The loan was terminated in accordance with the SmartStop Delayed Draw Mezzanine Loan Agreement without fees or penalties.

Acquisition of Vancouver Property

On May 4, 2023, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, acquired a self storage facility located in Vancouver, British Columbia, Canada (the “Vancouver, BC Property”) from an unaffiliated third party. The purchase price for the Vancouver, BC Property was approximately CAD $43.3 million, plus closing costs and an acquisition fee, which was funded by proceeds from our offerings, the Series B Convertible Preferred Stock and the Bank of Montreal Loan, as defined below.

Bank of Montreal Loan - Vancouver

On May 4, 2023, in connection with the acquisition of the Vancouver, BC Property, we, through a special purpose entity formed to acquire and hold the Vancouver, BC Property, entered into a term loan with Bank of Montreal (the “Bank of Montreal Loan”) for approximately CAD $21.6 million, which is secured by a deed of trust on the Vancouver, BC Property. Under the terms of the loan agreement (the “Bank of Montreal Loan Agreement”) the interest rate is equal to the one month Canadian Dollar Offered Rate ("CDOR"), plus 2.50%. The Bank of Montreal Loan also has an initial term of two years, maturing on May 4, 2025 with a one year extension option. The Bank of Montreal Loan is interest-only over the initial term of the loan.

The Bank of Montreal Loan Agreement contains a debt service coverage ratio covenant and Debt Service Reserve Account as defined in the Bank of Montreal Loan Agreement. The Bank of Montreal Loan Agreement also contains customary affirmative, negative and financial covenants, agreements, representations, warranties and borrowing conditions, and events of default. We serve as full recourse guarantor with respect to the Bank of Montreal Loan.

Potential acquisition of Toronto Six Property Portfolio

On May 8, 2023, an affiliate of our Sponsor assigned its interest in a purchase and sale agreement (the “Toronto Six property portfolio Purchase Agreement”) with an unaffiliated third party for the acquisition of six self storage facilities located in the Greater Toronto Area, Ontario, Canada (the “Toronto Six Property Portfolio”) to a wholly-owned subsidiaries of our Operating Partnership. The Toronto Six Property Portfolio consist of six operating self storage facilities and has a purchase price of approximately CAD $212 million, plus closing costs and an acquisition fee. We expect the acquisition of the Toronto Six Property Portfolio to close in the second quarter of 2023 and to fund such acquisition with a combination of net proceeds from our offerings, Series B Convertible Preferred Stock and potential future debt financing. If we fail to complete the acquisition, we may forfeit CAD $10.6 million in earnest money deposits.

Offering Status

As of May 5, 2023, in connection with our offerings we have issued approximately 10.9 million Class P shares for gross offering proceeds of approximately $104.3 million, approximately 2.1 million Class A shares for gross offering proceeds of approximately $21.8 million, approximately 3.9 million Class T shares for gross offering proceeds of

approximately $39.3 million and approximately 0.5 million Class W shares for gross offering proceeds of approximately $4.4 million.