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 7, 2011
Strategic Storage Trust, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-53644
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| MD | | 32-0211624 |
| (State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
111 Corporate Drive, Suite 120, Ladera Ranch, California 92694
(Address of principal executive offices, including zip code)
(877) 327-3485
(Registrant’s telephone number, including area code)
None
(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))
Item 1.01. Entry into a Material Definitive Agreement.
Entry into Purchase and Sale Agreement for the Homeland Portfolio
On September 7, 2011, Strategic Storage Trust, Inc. (the “Registrant”), through a wholly-owned subsidiary of the Registrant’s operating partnership, executed a purchase and sale agreement with unaffiliated third parties (the “Homeland Portfolio Purchase Agreement”) for the acquisition of 12 self storage facilities located in Georgia and Florida (the “Homeland Portfolio”). The purchase price for the Homeland Portfolio is $84 million, plus closing costs and acquisition fees. The Registrant expects this acquisition to close in the fourth quarter of 2011 and intends to seek participation of a joint venture partner in the acquisition of the Homeland Portfolio. The Registrant expects to fund its portion of such acquisition with a combination of net proceeds from its public offering and indebtedness. This discussion of the potential acquisition of the Homeland Portfolio is qualified in its entirety by the text of the Homeland Portfolio Purchase Agreement, attached hereto as Exhibit 10.1.
A summary of the properties in the Homeland Portfolio is as follows:
| | | | | | | | | | | | | | | | |
| Property | | Address | | Purchase
Price | | | Year Built | | Approx. Sq. Ft. (net) | | | Approx.
Units | |
Kennesaw - GA | | 4105 George Busbee Pkwy., Kennesaw, GA | | | $5,600,000 | | | 2006 | | | 78,200 | | | | 660 | |
Sharpsburg - GA | | 52 Bailey Station Cir., Sharpsburg, GA | | | $5,000,000 | | | 2006 | | | 92,000 | | | | 700 | |
Duluth - GA | | 2801 North Berkeley Lake Rd., Duluth, GA | | | $5,850,000 | | | 2007 | | | 81,600 | | | | 640 | |
Duluth II - GA | | 1790 Peachtree Industrial Blvd., Duluth, GA | | | $6,000,000 | | | 2007 | | | 83,300 | | | | 700 | |
Duluth III - GA | | 3357 Breckinridge Blvd., Duluth, GA | | | $5,750,000 | | | 2007 | | | 82,600 | | | | 630 | |
Marietta III - GA | | 1897 West Oak Pkwy., Marietta, GA | | | $5,500,000 | | | 2007 | | | 73,400 | | | | 640 | |
Austell - GA | | 3720 Tramore Pointe Pkwy., Austell, GA | | | $6,700,000 | | | 2007 | | | 77,700 | | | | 590 | |
Sandy Springs - GA | | 6780 Roswell Rd., Sandy Springs, GA | | | $16,500,000 | | | 2009 | | | 93,800 | | | | 890 | |
Smyrna - GA | | 2340 S. Cobb Pkwy., Smyrna, GA | | | $8,300,000 | | | 2007 | | | 65,700 | | | | 530 | |
Lawrenceville III - GA | | 3564 Lawrenceville Hwy., Lawrenceville, GA | | | $6,350,000 | | | 2009 | | | 89,700 | | | | 680 | |
Jacksonville - FL | | 790 Monument Rd., Jacksonville, FL | | | $7,600,000 | | | 2008 | | | 82,800 | | | | 690 | |
Jacksonville II - FL | | 5550 Timuquana Rd., Jacksonville, FL | | | $4,850,000 | | | 2009 | | | 71,400 | | | | 530 | |
TOTAL | | | | | $84,000,000 | | | | | | 972,200 | | | | 7,880 | |
Pursuant to the Homeland Portfolio Purchase Agreement, the Registrant would be obligated to purchase the Homeland Portfolio only after satisfactory completion of agreed upon closing conditions. The Registrant will decide whether to acquire the Homeland Portfolio generally based upon:
- the ability of the Registrant to find a joint venture partner or raise sufficient net proceeds from its public offering;
- satisfactory completion of due diligence on the properties and the sellers of the properties;
- satisfaction of the conditions to the acquisition in accordance with the purchase agreement; and
- no material adverse changes relating to the properties, the sellers of the properties or certain economic conditions.
There can be no assurance that the Registrant will complete the acquisition of the Homeland Portfolio. In some circumstances, if the Registrant fails to complete the acquisition, it may forfeit up to $1.2 million in earnest money on the Homeland Portfolio.
Other properties may be identified in the future that the Registrant may acquire prior to or instead of the Homeland Portfolio. Due to the considerable conditions to the consummation of the acquisition of the
Homeland Portfolio, the Registrant cannot make any assurances that the closing of the Homeland Portfolio is probable.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| | 10.1 | Homeland Portfolio Purchase Agreement |
Signature(s)
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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| | | | STRATEGIC STORAGE TRUST, INC. |
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| Date: September 13, 2011 | | By: | | /s/ Michael S. McClure |
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| | | | |
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| | | | Michael S. McClure |
| | | | Chief Financial Officer |
