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): September 29, 2020
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, 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:
| 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 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company (CubeSmart) ¨
Emerging growth company (CubeSmart, L.P.) ¨
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.
CubeSmart ¨
CubeSmart, L.P. ¨
| Co-Registrant CIK | 0001300485 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2020-09-29 |
| 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 September 29, 2020, CubeSmart, L.P. (the “Operating Partnership”) and CubeSmart (the “Company”) executed and delivered an underwriting agreement (the “Underwriting Agreement”), by and among the Company, the Operating Partnership and Wells Fargo Securities, LLC, Barclays Capital Inc., and Jefferies LLC, as representatives of the several underwriters named in Exhibit A thereto (collectively, the “Underwriters”), relating to the public offering of $450.0 million in aggregate principal amount of the Operating Partnership’s 2.000% senior notes due 2031 (the “Notes”). The Company will fully and unconditionally guarantee payment of principal, the make-whole premium, if any, and interest on the Notes (collectively, the “Guarantees”). The offer and sale of the Notes and related Guarantees are expected to be completed on October 6, 2020, subject to customary closing conditions. Under the terms of the Underwriting Agreement, the Company and the Operating Partnership have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute payments that the Underwriters may be required to make because of any of those liabilities. The Underwriting Agreement contains customary representations, warranties and covenants. The offer and sale of the Notes and related Guarantees were registered with the Securities and Exchange Commission (the “Commission”) pursuant to a registration statement on Form S-3ASR (File No. 333-236886) (as the same may be amended and/or supplemented, the “Registration Statement”), under the Securities Act.
The foregoing is not a complete description of the Underwriting Agreement and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated herein by reference.
The Operating Partnership intends to use the net proceeds from this offering to redeem all of its outstanding 4.800% Senior Notes due 2022, to repay all of the outstanding indebtedness incurred under its unsecured revolving credit facility maturing in June 2024 and for working capital and other general corporate purposes, which may include funding acquisitions and other investment opportunities and the repayment or repurchase of existing indebtedness. This Current Report on Form 8-K does not constitute a notice of redemption under the indenture governing such 4.800% Senior Notes due 2022. Certain of the Underwriters and/or their affiliates act as lenders and/or agents under the Company’s credit facility and those lenders therefore may receive a portion of the proceeds from the offering of the Notes and related Guarantees through the repayment of those borrowings. The Underwriters or their affiliates may also be owners of the 4.800% Senior Notes due 2022 and may receive the redemption price for such notes with the proceeds from the offering.
The Notes and the Guarantees will be issued pursuant to a base indenture, dated as of September 16, 2011 (the “Indenture”), among the Company, the Operating Partnership and U.S. Bank National Association, as trustee, as supplemented by an eighth supplemental indenture expected to be dated as of October 6, 2020.
The Indenture previously was filed with the Commission on September 16, 2011 as Exhibit 4.5 to the Company’s and the Operating Partnership’s registration statement on Form S-3 (File No. 333-176885) under the Securities Act, and is incorporated into this Item 1.01 by reference.
Item 7.01 Regulation FD Disclosure.
On September 29, 2020, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number | | Description |
| 1.1 | | Underwriting Agreement, dated as of September 29, 2020, among CubeSmart, CubeSmart, L.P. and Wells Fargo Securities, LLC, Barclays Capital Inc., and Jefferies LLC, as representatives of each of the other underwriters named in Exhibit A thereto. |
| 4.1* | | 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. |
| 99.1 | | Press Release, dated September 29, 2020. |
| 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 Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CUBESMART |
| | | |
| Date: October 1, 2020 | By: | /s/ Jeffrey P. Foster |
| | | Name: | Jeffrey P. Foster |
| | | Title: | Chief Legal Officer & Secretary |
| | | | |
| | CUBESMART, L.P. |
| | | | |
| | By: | CubeSmart, its general partner |
| | | | |
| Date: October 1, 2020 | By: | /s/ Jeffrey P. Foster |
| | | Name: | Jeffrey P. Foster |
| | | Title: | Chief Legal Officer & Secretary |
