0001104659-14-062918.txt : 20140825 0001104659-14-062918.hdr.sgml : 20140825 20140825170020 ACCESSION NUMBER: 0001104659-14-062918 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140825 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20140825 DATE AS OF CHANGE: 20140825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CubeSmart CENTRAL INDEX KEY: 0001298675 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 201024732 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32324 FILM NUMBER: 141063066 BUSINESS ADDRESS: STREET 1: 5 OLD LANCASTER ROAD CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 610-535-5700 MAIL ADDRESS: STREET 1: 5 OLD LANCASTER ROAD CITY: MALVERN STATE: PA ZIP: 19355 FORMER COMPANY: FORMER CONFORMED NAME: U-Store-It Trust DATE OF NAME CHANGE: 20040727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CubeSmart, L.P. CENTRAL INDEX KEY: 0001300485 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54462 FILM NUMBER: 141063067 BUSINESS ADDRESS: STREET 1: 460 E. SWEDESFORD ROAD STREET 2: SUITE 3000 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-293-5700 MAIL ADDRESS: STREET 1: 460 E. SWEDESFORD ROAD STREET 2: SUITE 3000 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: U-Store-It L P DATE OF NAME CHANGE: 20041115 FORMER COMPANY: FORMER CONFORMED NAME: Acquiport Amsdell I L P DATE OF NAME CHANGE: 20040812 8-K 1 a14-19962_18k.htm 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): August 25, 2014

 

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in Charter)

 

Maryland
(CubeSmart)

 

001-32324

 

20-1024732

Delaware
(CubeSmart, L.P.)

 

000-54662

 

34-1837021

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
Number)

 

5 Old Lancaster Road

Malvern, PA 19355

(Address of Principal Executive Offices)

 

(610) 535-5700

(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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 


 

Item 1.01                                           Entry into a Material Definitive Agreement.

 

On August 25, 2014, CubeSmart, L.P., the limited partnership through which CubeSmart owns its assets and conducts its operations (the “Operating Partnership”), entered into an Agreement for Purchase and Sale (the “Purchase Agreement”) with certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, each Maryland real estate investment trusts (collectively, the “Sellers”), to acquire (the “Acquisition”) 26 self-storage facilities located in California, Florida, Illinois, Nevada, New York, Ohio and Rhode Island, along with related real and personal property (the “Properties”).  The Properties will be allocated into two groups, the “Group One Properties” containing 22 properties and the “Group Two Properties” containing 4 properties.

 

The aggregate purchase price for the Acquisition is $223.0 million plus customary closing costs (the “Total Acquisition Consideration”). The purchase price for the Group One Properties is $195.5 million and the purchase price for the Group Two Properties is $27.5 million.  Of this amount, $5.0 million was deposited in escrow shortly following the execution of the Purchase Agreement and an additional $5.0 million will be deposited into escrow upon the satisfactory completion of due diligence by the Operating Partnership.  The Acquisition will close in two tranches, which are scheduled to occur no later than October 31, 2014 for the Group One Properties and no later than March 31, 2015 for the Group Two Properties.

 

The material terms of the Purchase Agreement contain customary representations, warranties and covenants of the Operating Partnership and the Sellers.  Through September 29, 2014 (the “Due Diligence Period”), the Operating Partnership is entitled to inspect the Properties with respect to environmental, physical condition, title and survey matters.  Subject to certain conditions and limitations, the Operating Partnership may disapprove the Properties and terminate the Purchase Agreement based on such due diligence results, in which event the deposit will be returned to the Operating Partnership.  The Purchase Agreements also contain certain customary termination rights for the Operating Partnership and the Sellers.

 

The Operating Partnership expects to fund the Acquisition through a combination of (i) cash on hand, and (ii) advances under the Operating Partnership’s undrawn portion of its $300.0 million unsecured credit facility.

 

The foregoing summary of the Purchase Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ending September 30, 2014 or a Current Report on Form 8-K filed prior to the filing of such Form 10-Q.

 

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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.

 

 

CUBESMART

 

 

Date: August 25, 2014

 

 

 

By:

/s/ Jeffrey P. Foster

 

 

Name: Jeffrey P. Foster

 

 

Title: Senior Vice President, Chief Legal Officer & Secretary

 

 

 

CUBESMART, L.P.

 

 

 

By:

CUBESMART, its general partner

 

 

 

Date: August 25, 2014

 

 

 

By:

/s/ Jeffrey P. Foster

 

 

Name: Jeffrey P. Foster

 

 

Title: Senior Vice President, Chief Legal Officer & Secretary

 

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