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8-K Form - Current report, items 1.01, 2.03, and 9.01 - CubeSmart (0001298675) (Filer)

0001298675 false 0001300485 false 8-K 2019-10-11 5 Old Lancaster Road Malvern Pennsylvania 19355 610 535-5000 false false false false 0001298675 2019-10-10 2019-10-11 0001298675 cube:CubeSmartLPMember 2019-10-10 2019-10-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 11, 2019

 

CUBESMART

CUBESMART, L.P.

(Exact Name Of Registrant As Specified In Charter)

 

Maryland (CubeSmart)
Delaware (CubeSmart, L.P.)
  001-32324
000-54462
  20-1024732
34-1837021
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification Number)

 

5 Old Lancaster Road,
Malvern, Pennsylvania 19355

(Address of Principal Executive Offices)

 

(610) 535-5000

(Registrant’s telephone number, includingarea code)

 

Not Applicable

(Former Name or Former Address, if ChangedSince Last Report)

 

Check the appropriate box below if the Form 8-K filing is intendedto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 underthe Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 underthe Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) underthe Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) underthe Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) ofthe Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which
Registered
Common Shares, $0.01 par value per share, of CubeSmart   CUBE   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

 

Emerging growthcompany (CubeSmart) ¨

 

Emerging growthcompany (CubeSmart, L.P.) ¨

 

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.

 

CubeSmart ¨

 

CubeSmart,L.P. ¨

 

 

 

Co-Registrant CIK 0001300485
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2019-10-11
Co-Registrant Address Line One 5 Old Lancaster Road
Co-Registrant City or Town Malvern
Co-Registrant State Pennsylvania
Co-Registrant Zipcode 19355
Co-Registrant City Area Code 610
Co-Registrant Local Phone No. 535-5000
Co-Registrant Written Communications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Issuer Tender Offer false

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On October 11, 2019, CubeSmart, L.P.(the “Operating Partnership”) and CubeSmart (the “Company”) completed theissuance and sale of $350.0 million in aggregate principal amount of the Operating Partnership’s 3.000%senior notes due February 15, 2030 (the “Notes”) and the Company’s related full andunconditional guarantees of the payment of principal, the make-whole premium, if any, and interest on the Notes (the “Guarantees”).

 

The net proceeds to the Operating Partnershipfrom the sale of the Notes, after deducting the underwriters’ discount and estimated transaction expenses payable by theCompany, are approximately $345.9 million. The Operating Partnership intends to use the net proceeds from this offering torepay all of the outstanding indebtedness incurred under the Company’s unsecured revolving credit facility maturing in June2024 and for working capital and other general corporate purposes, which may include repayment or repurchase of other indebtedness.

 

The Notes and the Guarantees were issuedpursuant to the indenture, dated as of September 16, 2011 (the “Indenture”), among the Company, the OperatingPartnership and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the SeventhSupplemental Indenture, dated as of October 11, 2019 (the “Seventh Supplemental Indenture”), amongthe Company, the Operating Partnership and the Trustee. A copy of the form of the Note and a copy of the form of the Guaranteeare filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated into this Item 1.01 by reference.

 

The Notes accrue interest at the rateof 3.000% per annum, with interest payable in cash semi-annually in arrears on February 15 and August 15 of each year. TheNotes accrue interest from and including October 11, 2019, and will be payable beginning February 15, 2020.

 

The Notes are senior unsecured indebtednessof the Operating Partnership, ranking equally in right of payment with all of the Operating Partnership’s other unsecuredunsubordinated indebtedness from time to time outstanding. The Notes are effectively subordinated to the Operating Partnership’ssecured indebtedness and to the indebtedness and other liabilities of the consolidated subsidiaries of the Operating Partnership.

 

The Operating Partnership may redeemthe Notes, at any time and from time to time, prior to November 15, 2029 (the “Par Call Date”), inwhole or in part, at a make-whole redemption price equal to the greater of (i) 100% of the principal amount of the Notesthen outstanding to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principaland interest on the Notes to be redeemed (not including any accrued and unpaid interest to the redemption date), assumingthat such Notes matured on the Par Call Date, discounted to the redemption date on a semi-annual basis at a rate equal to theTreasury Rate (defined in the Seventh Supplemental Indenture) plus 25 basis points, plus accrued and unpaid interest to,but not including, the redemption date.

 

On or after the Par Call Date, the OperatingPartnership may redeem the Notes at any time in whole or in part and from time to time at a redemption price equal to 100% of theprincipal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemedto, but not including, the redemption date.

 

The Indenture and the Seventh SupplementalIndenture contain covenants that, among other things, (i) restrict the ability of the Operating Partnership and its subsidiariesto, subject to certain exceptions, incur additional debt and incur debt secured by liens, and (ii) restrict the OperatingPartnership and its subsidiaries from owning unencumbered assets representing less than 150% of the outstanding principal amountof unsecured debt.

 

 

 

 

The material terms of the Notes and theGuarantees are described in a prospectus supplement, dated October 8, 2019, as filed with the Securities and Exchange Commission(the “Commission”) on October 9, 2019 pursuant to Rule 424(b)(5) of the Securities Act of 1933,as amended (the “Securities Act”), which relates to the offer and sale of the Notes and the Guaranteesand supplements the Company’s and the Operating Partnership’s prospectus, as filed with the Commission on March 17,2017, contained in the Company’s and the Operating Partnership’s registration statement on Form S-3ASR (File No. 333-216768)under the Securities Act.

 

The Indenture previously was filed withthe Commission on September 16, 2011, as Exhibit 4.5 to the Company’s and the Operating Partnership’s registrationstatement on Form S-3 (File No. 333-176885) under the Securities Act, and is incorporated into this Item 1.01 by reference. TheSeventh Supplemental Indenture is being filed with the Commission as Exhibit 4.3 to this Current Report on Form 8-K and is incorporatedinto this Item 1.01 by reference.

 

The foregoing is not a complete descriptionof the Indenture, the Seventh Supplemental Indenture, the Notes or the Guarantees and is qualified in its entirety by referenceto the full text of those documents, each of which is incorporated herein by reference.

 

In connection with the foregoing, the Companyand the Operating Partnership are filing as Exhibit 5.1 to this Current Report on Form 8-K the opinion of their counsel with respectto the validity of the Notes and the Guarantees.

 

Item 2.03 Creation of a Direct FinancialObligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

 

The information provided in Item 1.01 ofthis Current Report on Form 8-K pertaining to the Notes and the Guarantees is incorporated by reference into this Item 2.03.

 

Item 9.01 Financial Statementsand Exhibits.

 

Exhibit
Number
 
    Description 
     
4.1   Form of $350.0 million in aggregate principal amount of the Operating Partnership’s 3.000% senior notes due February 15, 2030.
     
4.2   Form of CubeSmart Guarantee (included in Exhibit 4.1).
     
4.3   Seventh Supplemental Indenture, dated as of October 11, 2019, among CubeSmart, CubeSmart,L.P. and U.S. Bank National Association.
     
4.4*   Indenture, dated as of September 16, 2011, among CubeSmart, CubeSmart, L.P. and 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.
     
5.1     Opinion of Pepper Hamilton LLP as to the legality of the Notes.
     
23.1   Consent of Pepper Hamilton LLP (included in Exhibit 5.1 and incorporated herein by reference).
     
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 SecuritiesExchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereuntoduly authorized.

 

 

    CUBESMART  
   
   
Date: October 11, 2019   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: October 11, 2019   By:  /s/ Jeffrey P. Foster
        Name:   Jeffrey P. Foster  
        Title:   Senior Vice President, Chief Legal Officer & Secretary 

 

 

 

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