| Related Party Transactions | Note 9. Related Party Transactions Self Administration Transaction On June 28, 2019, we, our Operating Partnership and SmartStop TRS entered into a series of transactions, agreements, and amendments to our existing agreements and arrangements with our then-sponsor, SAM, and SmartStop OP Holdings, LLC (“SS OP Holdings”), a subsidiary of SAM, pursuant to which, effective June 28, 2019, we acquired the self storage advisory, asset management and property management businesses and certain joint venture interests of SAM, along with certain other assets of SAM (collectively, the "Self Administration Transaction"). In relation to the Self Administration Transaction, SS OP Holdings received 3,283,302 Class A-2 limited partnership units of the Operating Partnership, See Note 11 – Commitment and Contingencies – Contingent Earnount for additional information. As a result of the Self Administration Transaction, SAM is no longer our sponsor, and we became self-managed and succeeded to the advisory, asset management and property management businesses and certain joint ventures previously in place for us, SST IV (until the SST IV Merger Date), and SSGT II (until the SSGT II Merger Date), and we acquired the internal capability to originate, structure and manage additional future self storage investment products which would be sponsored by SmartStop REIT Advisors, LLC (“SRA”), our indirect subsidiary. The Former Dealer Manager Agreement and the transfer agent agreement described below were not impacted by the Self Administration Transaction. Our Chief Executive Officer, who is also the Chairman of our board of directors, holds ownership interests in and is an officer of SAM, and other affiliated entities. Our Chief Executive Officer also indirectly holds an ownership interest in our Former Dealer Manager. Previously, certain of our executive officers and another member of our board of directors held ownership interests in and/or were officers of SAM, and other affiliated entities. Accordingly, any agreements or transactions we have entered into with such entities may present a conflict of interest. None of SAM and its affiliates or our directors or executive officers receive any compensation, fees or reimbursements from our Managed REITs, other than with respect to fees and reimbursements in accordance with the Administrative Services Agreement and the transfer agent agreement, or as otherwise described in this section. Former Dealer Manager Agreement In connection with our Primary Offering, our Former Dealer Manager received a sales commission of up to 7.0 % of gross proceeds from sales of Class A Shares and up to 2.0 % of gross proceeds from the sales of Class T Shares in the Primary Offering and a dealer manager fee of up to 3.0 % of gross proceeds from sales of both Class A Shares and Class T Shares in the Primary Offering under the terms of the Former Dealer Manager Agreement. In addition, our Former Dealer Manager received an ongoing stockholder servicing fee as discussed in Note 2 – Summary of Significant Accounting Policies – Organization and Offering Costs. Affiliated Former Dealer Manager SAM indirectly owns a 15 % non-voting equity interest in our Former Dealer Manager. Affiliates of our Former Dealer Manager own limited partnership interests in our Operating Partnership. Transfer Agent Agreement SAM owns 100 % of the membership interests of Strategic Transfer Agent Services, LLC, our transfer agent (“Transfer Agent”), which is a registered transfer agent with the SEC. Pursuant to our transfer agent agreement, our Transfer Agent provides transfer agent and registrar services to us. These services are substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent, including, but not limited to: providing customer service to our stockholders, processing the distributions and any servicing fees with respect to our shares and issuing regular reports to our stockholder. Our Transfer Agent may retain and supervise third party vendors in its efforts to administer certain services. We believe that our Transfer Agent, through its knowledge and understanding of the direct participation program industry which includes non-traded REITs, is particularly suited to provide us with transfer agent and registrar services. Our Transfer Agent also conducts transfer agent and registrar services for our Managed REITs and other affiliates. Fees paid to our Transfer Agent include a fixed quarterly fee, one-time account setup fees, monthly open account fees and fees for investor inquiries. In addition, we will reimburse our Transfer Agent for all reasonable expenses or other changes incurred by it in connection with the provision of its services to us, and we will pay our Transfer Agent fees for any additional services we may request from time to time, in accordance with its rates then in effect. Upon the request of our Transfer Agent, we may also advance payment for substantial reasonable out-of-pocket expenditures to be incurred by it. The initial term of the transfer agent agreement was three years , which term is automatically renewed for one year successive terms, but either party may terminate the transfer agent agreement upon 90 days’ prior written notice. In the event that we terminate the transfer agent agreement, other than for cause, we will pay our transfer agent all amounts that would have otherwise accrued during the remaining term of the transfer agent agreement; provided, however, that when calculating the remaining months in the term for such purposes, such term is deemed to be a 12 month period starting from the date of the most recent annual anniversary date. Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, 2021 and the nine months ended September 30, 2022, as well as any related amounts payable as of December 31, 2021 and September 30, 2022:
Year Ended December 31, 2021 Nine Months Ended September 30, 2022
Incurred Paid Payable Incurred Paid Payable
Expensed
Transfer Agent fees $ 967,341 $ 916,349 $ 86,992 $ 920,483 $ 938,724 $ 68,751
Additional paid-in capital
Transfer Agent fees 150,000 150,000 — 100,000 100,000 —
Stockholder servicing (1) 161,545 636,654 156,320 53,660 209,980 —
Stockholder servicing (2) 1,155,887 814,908 340,979 — — 340,979
Total $ 2,434,773 $ 2,517,911 $ 584,291 $ 1,074,143 $ 1,248,704 $ 409,730 (1) We paid our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th of 1% of the purchase price per share of the Class T Shares sold in the Primary Offering. The amount incurred during the year ended December 31, 2021 and the nine months ended September 30, 2022 represent adjustments to the estimated stockholder servicing fee recorded at the time of the sale of the Class T Shares, based on the cessation date of such stockholder servicing fee of March 31, 2022 . (2) Represents the stockholder servicing fee liability assumed in the SST IV Merger. Acquisition of Self Storage Platform from SAM and Other Transactions As a result of the Self Administration Transaction, we acquired the self storage sponsorship platform of SAM. Accordingly, the advisor and property manager entities of SST IV and SSGT II became our indirect subsidiaries, and we became entitled to receive various fees and expense reimbursements under the terms of the SST IV and SSGT II advisory and property management agreements as described below. In addition, we also own the advisor and property manager entities of SST VI and SSGT III and are entitled to receive various fees and expense reimbursements under the terms of the SST VI and SSGT III advisory and property management agreements as described below. Advisory Agreement Fees Our indirect subsidiaries, Strategic Storage Advisor IV, LLC, the advisor to SST IV (the “SST IV Advisor”), SS Growth Advisor II, LLC, the advisor to SSGT II (the “SSGT II Advisor”), the SST VI Advisor, and the SSGT III Advisor are or were entitled to receive various fees and expense reimbursements under the terms of the SST IV, SSGT II, SST VI, and SSGT III advisory agreements. SST IV Advisory Agreement The SST IV Advisor provided acquisition and advisory services to SST IV pursuant to an advisory agreement (the “SST IV Advisory Agreement”) with SST IV up until the SST IV Merger on March 17, 2021. Effective April 30, 2020, SST IV suspended its offering due to various factors, including the uncertainty relating to the ongoing COVID-19 outbreak and its potential economic impact, the status of fundraising in the non-traded REIT industry due to such uncertainty and the termination of its dealer manager agreement. SST IV’s public offering terminated on September 11, 2020. The SST IV Advisor received a monthly asset management fee equal to 0.0833 %, which is one-twelfth of 1% , of SST IV’s aggregate asset value, as defined. The SST IV Advisor was potentially also entitled to various subordinated distributions under SST IV’s operating partnership agreement pursuant to the special limited partnership interest and its cash flow participation distribution rights if SST IV (1) listed its shares of common stock on a national exchange, (2) terminated the SST IV Advisory Agreement, (3) liquidated its portfolio, or (4) entered into an Extraordinary Transaction, as defined in the SST IV operating partnership agreement. Effective March 17, 2021, in connection with the SST IV Merger, the SST IV Advisory Agreement was terminated and none of the aforementioned subordinated distributions or fees were paid. As a result of us acquiring SST IV and terminating such contracts, we recorded a write-off of approximately $ 5.3 million related to the carrying value of the SST IV Advisory Agreement contract. Similarly, we recorded a write-off of approximately $ 1.2 million related to our special limited partnership interest, which per the terms of the SST IV Merger Agreement, terminated without consideration. As a result of the Self Administration Transaction, we recorded a deferred tax liability, which was the result of the difference between the GAAP carrying value of the SST IV Advisory Agreement and its carrying value for tax purposes. As we reduced the GAAP carrying value of such intangible asset, as noted above, we adjusted the corresponding value of our related deferred tax liability by approximately $ 1.3 million during the three months ended March 31, 2021, and recorded such adjustment as other income within the other line-item in our consolidated statements of operations. SSGT II Advisory Agreement The SSGT II Advisor provided acquisition and advisory services to SSGT II pursuant to an advisory agreement (the “SSGT II Advisory Agreement”) with SSGT II up until the SSGT II Merger on June 1, 2022. Effective as of April 30, 2020, SSGT II suspended its offering due to various factors, including the uncertainty relating to the ongoing COVID-19 outbreak and its potential economic impact, the status of fundraising in the non-traded REIT industry due to such uncertainty and the termination of its dealer manager agreement. The SSGT II Advisor received a monthly asset management fee equal to 0.1042 %, which is one-twelfth of 1.25% , of SSGT II’s aggregate asset value, as defined. The SSGT II Advisor was potentially entitled to various subordinated distributions under SSGT II’s operating partnership agreement pursuant to the special limited partnership interest and its cash flow participation distribution rights. Effective June 1, 2022, in connection with the SSGT II Merger, the SSGT II Advisory Agreement was terminated and pursuant to the SSGT II operating partnership agreement, a subordinated distribution of approximately $ 16.1 million was otherwise due. As a result, we recorded a gain of approximately $ 16.1 million related to our special limited partnership interest and recorded this within gain on preexisting equity interests upon acquisition of control in our consolidated statement of operations. As a result of our acquisition of SSGT II and terminating the SSGT II Advisory Agreement, we recorded a write-off of approximately $ 1.4 million related to the carrying value of the SSGT II Advisory Agreement contract. As a result of the Self Administration Transaction, we recorded a deferred tax liability, which was the result of the difference between the GAAP carrying value of the SSGT II Advisory Agreement and its carrying value for tax purposes. As we reduced the GAAP carrying value of such intangible asset, as noted above, we adjusted th e corresponding value of our related deferred tax liability by approximately $ 0.3 million on June 1, 2022, and recorded such adjustment to the income tax (expense) benefit line-item in our consolidated statements of operatio ns. SST VI Advisory Agreement The SST VI Advisor provides acquisition and advisory services to SST VI pursuant to an advisory agreement (the “SST VI Advisory Agreement”). In connection with the SST VI private placement offering, SST VI was required to reimburse the SST VI Advisor for organization and offering costs from the SST VI private offering pursuant to the SST VI Advisory Agreement. Pursuant to the SST VI Advisory Agreement, the SST VI Advisor will receive acquisition fees equal to 1.00 % of the contract purchase price of each property SST VI acquires plus reimbursement of any acquisition expenses that SST VI Advisor incurs. The SST VI Advisor also receives a monthly asset management fee equal to 0.0625 %, which is one-twelfth of 0.75% , of SST VI’s aggregate asset value, as defined. The SST VI Advisor may also be potentially entitled to a subordinated distribution under SST VI’s operating partnership agreement if SST VI (1) lists its shares of common stock on a national exchange, (2) terminates the SST VI Advisory Agreement, (3) liquidates its portfolio, or (4) merges with another entity or enters into an Extraordinary Transaction, as defined in the SST VI operating partnership agreement. The SST VI Advisory Agreement provides for reimbursement of the SST VI Advisor’s direct and indirect costs of providing administrative and management services to SST VI. Beginning four fiscal quarters after commencement of SST VI's public offering, which was declared effective March 17, 2022, the SST VI Advisor will be required to pay or reimburse SST VI the amount by which SST VI’s aggregate annual operating expenses, as defined, exceed the greater of 2% of SST VI’s average invested assets or 25% of SST VI’s net income, as defined, unless a majority of SST VI’s independent directors determine that such excess expenses were justified based on unusual and non-recurring factors. On March 1, 2022, Pacific Oak Holding Group, LLC, became a 10 % non-voting member of the SST VI Advisor. Pacific Oak Capital Markets, LLC (a subsidiary of Pacific Oak Holding Group, LLC) is SST VI's dealer manager, and as such, is responsible for the marketing of SST VI shares being offered pursuant to SST VI's private offering, and subsequent to March 17, 2022, SST VI's public offering. On October 25, 2022, we, through one of our subsidiaries also agreed to pay SST VI’s dealer manager an amount equal to 1.5 % of the gross offering proceeds from the sale of Class W shares sold in their public offering. Additionally, in connection with the commencement of SST VI's public offering, the SST VI Advisor agreed that it will fund on behalf of SST VI, an amount equal to 1 % of the gross offering proceeds from the sale of Class W shares sold in their initial public offering, which amount shall be used by SST VI towards the payment of its offering expenses. Through September 30, 2022, the SST VI Advisor had incurred such reimbursable costs in the amount of approximately $ 15,000 . SSGT III Advisory Agreement The SSGT III Advisor provides acquisition and advisory services to SSGT III pursuant to an advisory agreement (the “SSGT III Advisory Agreement”). In connection with the SSGT III private placement offering, which became effective on May 18, 2022, SSGT III is required to reimburse the SSGT III Advisor for organization and offering costs from the SSGT III private offering pursuant to the SSGT III Advisory Agreement. Pursuant to the SSGT III Advisory Agreement, the SSGT III Advisor will receive acquisition fees equal to 1.00 % of the contract purchase price of each property SSGT III acquires plus reimbursement of acquisition expenses that SSGT III Advisor incurs, provided, however, that no reimbursement shall be made for costs of personnel to the extent that such personnel perform services in transactions for which the Advisor receives the Acquisition Fee. The SSGT III Advisor also receives a monthly asset management fee equal to 0.0625 %, which is one-twelfth of 0.75 %, of SSGT III’s aggregate asset value, as defined. The SSGT III Advisor is also entitled to receive a disposition fee equal to 1.5 % of the contract sale price for any properties sold inclusive of any real estate commissions paid to third party real estate brokers. Through a separate agreement, Pacific Oak Holding Group, LLC, the parent company of Pacific Oak Capital Markets, LLC, the dealer manager for the SSGT III private offering, is entitled to receive 10 % of the acquisition fees, asset management fees and disposition fees SSGT III Advisor earns pursuant to the SSGT III Advisory Agreement. The SSGT III Advisor may also be potentially entitled to various subordinated distributions under SSGT III’s operating partnership agreement if SSGT III (1) lists its shares of common stock on a national exchange, (2) terminates the SSGT III Advisory Agreement, (3) liquidates its portfolio, or (4) merges with another entity or enters into an Extraordinary Transaction, as defined in the SSGT III operating partnership agreement. The SSGT III Advisory Agreement provides for reimbursement of the SSGT III Advisor’s direct and indirect costs of providing administrative and management services to SSGT III. Managed REIT Property Management Agreements Our indirect subsidiaries, Strategic Storage Property Management IV, LLC, SS Growth Property Management II, LLC, Strategic Storage Property Management VI, LLC, and SS Growth Property Management III, LLC, (collectively the “Managed REITs Property Managers”), are entitled to receive fees for their services in managing the properties owned by the Managed REITs pursuant to property management agreements entered into between the owner of the property and the applicable Managed REIT’s Property Manager. The Managed REITs’ Property Managers will receive a property management fee equal to 6 % of the gross revenues from the properties, generally subject to a monthly minimum of $ 3,000 per property, plus reimbursement of the costs of managing the properties, and a one-time fee of $ 3,750 for each property acquired that would be managed by the Managed REITs’ Property Managers. Reimbursable costs and expenses include wages and salaries and other expenses of employees engaged in operating, managing and maintaining such properties. Pursuant to the property management agreements, we through our Operating Partnership employ the on-site staff for the Managed REITs’ properties. The SST IV, SST VI, and SSGT III property managers are or were entitled to a construction management fee equal to 5 % of the cost of a related construction or capital improvement work project in excess of $ 10,000 . Effective March 17, 2021, in connection with the SST IV Merger, the SST IV property management contracts were terminated. As a result of us acquiring SST IV and terminating such contracts, we recorded a write-off of approximately $ 1.9 million related to the carrying value of the SST IV property management contracts. Effective June 1, 2022, in connection with the SSGT II Merger, the SSGT II property management contracts were terminated. As a result of us acquiring SSGT II and terminating such contracts, we recorded a write-off of approximately $ 0.6 million related to the carrying value of the SSGT II property management contracts. In connection with the Self Administration Transaction, we previously recorded a deferred tax liability, which was the result of the difference between the GAAP carrying value of the SST IV and SSGT II property management contracts and their carrying values for tax purposes. As we reduced the GAAP carrying value of such intangible assets, we adjusted the value of our deferred tax liability on a pro-rata basis, reducing the deferred tax liability by approximately $ 0.5 million during the three months ended March 31, 2021 related to the SST IV Merger and $ 0.2 million during the three months ended June 30, 2022 related to the SSGT II Merger, and recorded such adjustments as within the income tax (expense) benefit line-item in our consolidated statement of operations. Summary of Fees and Revenue Related to the Managed REITs Pursuant to the terms of the various agreements described above for the Managed REITs, the following summarizes the related party fees for the three and nine months ended September 30, 2022 and 2021:
Three Months Ended Nine Months Ended
September 30, September 30,
Managed REIT Platform Revenues 2022 2021 2022 2021
Asset Management:
SST IV (1) $ — $ — $ — $ 716,278
SSGT II (2) — 462,178 798,395 1,383,298
SST VI 401,078 59,290 875,618 87,335
SSGT III 50,142 — 50,142 —
451,220 521,468 1,724,155 2,186,911
Property Management:
SST IV (1) — — — 346,179
SSGT II (2) — 202,523 407,706 499,085
SST VI 157,282 30,515 359,989 46,908
SSGT III 17,952 — 17,952 —
175,234 233,038 785,647 892,172
Tenant Protection Program:
SST IV (1) — — — 285,959
SSGT II (2) — 158,798 250,156 425,009
SST VI 121,807 56,259 267,560 88,496
SSGT III 3,622 — 3,622 —
125,429 215,057 521,338 799,464
Acquisition Fees:
SST VI 519,755 135,000 1,581,280 211,903
SSGT III 456,000 — 456,000 —
975,755 135,000 2,037,280 211,903
Other Managed REIT revenue (3) 327,586 158,466 809,034 518,610
Total Managed REIT Platform Revenue $ 2,055,224 $ 1,263,029 $ 5,877,454 $ 4,609,060 (1) On March 17, 2021, we acquired SST IV and no longer earn such fees. Additionally, the Tenant Protection Program revenue for SST IV is now included in ancillary operating revenue in our consolidated statements of operations. (2) On June 1, 2022, we acquired SSGT II and no longer earn such fees. Additionally, the Tenant Protection Program revenue for SSGT II is now included in ancillary operating revenue in our consolidated statements of operations. (3) Such revenue primarily includes construction management fees, development fees, and other miscellaneous revenues. We may offer tenant insurance or tenant protection programs to customers at our Managed REITs' properties pursuant to which we, as the property manager and majority shareholder of the Tenant Protection Program joint ventures, are entitled to substantially all of the net revenue attributable to the sale of such tenant programs. In order to protect our interest in receiving these revenues in light of the fact that the Managed REITs control the properties, we and the Managed REITs transferred our respective rights in such arrangements to a joint venture entity owned 99.9 % by us through a TRS subsidiary and 0.1 % by the Managed REIT. Under the terms of the operating agreements of the joint venture entities, we receive 99.9 % of the net revenues generated from such Tenant Protection Programs and the Managed REIT receives the other 0.1 % of such net revenues. Subsequent to the SST IV Merger and the SSGT II Merger, the SST IV and SSGT II Tenant Protection Programs joint ventures are wholly owned by us and such revenue is generated at our now wholly-owned self storage properties and is recorded within ancillary operating revenue in our consolidated statements of operations. Reimbursable costs from Managed REITs includes reimbursement of SST IV (until the SST IV Merger Date), SSGT II (until the SSGT II Merger Date), SST VI and SSGT III's Advisors’ direct and indirect costs of providing administrative and management services to the Managed REITs. Additionally, reimbursable costs includes reimbursement pursuant to the property management agreements for reimbursement of the costs of managing the Managed REITs’ properties, including wages and salaries and other expenses of employees engaged in operating, managing and maintaining such properties. As of September 30, 2022 and December 31, 2021 we had receivables due from the Managed REITs totaling approximately $ 1.2 million and $ 1.4 million, respectively. Such amounts are included in investments in and advances to the Managed REITs line-item in our consolidated balance sheets. Such amounts included unpaid amounts relative to the above table, in addition to other direct routine expenditures of the Managed REITs that we directly funded. Investment in SST VI OP and Loan to SST VI OP On March 10, 2021, SmartStop OP made an investment of $ 5.0 million in SST VI OP, in exchange for common units of limited partnership interest in SST VI OP. On March 11, 2021, SST VI OP, through a wholly-owned subsidiary, used these funds, in part, to acquire its first self storage facility in Phoenix, Arizona for approximately $ 16 million. In connection with SST VI OP’s acquisition of the Phoenix property, we provided a $ 3.5 million mezzanine loan to a wholly-owned subsidiary of SST VI OP with an initial interest rate of 8.5 % and term of six months; as well as a 180 day extension option which was exercised and increased the interest rate to 9.25 % for the remainder of the term. On April 16, 2021, in connection with SST VI OP’s investment in a real estate joint venture property located in North York, Ontario Canada, we provided a $ 2.1 million term loan with similar terms as the mezzanine loan discussed above. On November 12, 2021, SST VI OP repaid the outstanding balance on the $ 3.5 million mezzanine loan and the $ 2.1 million term loan along with all accrued interest. The loans were terminated in accordance with the mezzanine loan agreement and the term loan agreement without fees or penalties. On December 30, 2021, in connection with SST VI's acquisition of two self storage facilities, SmartStop OP entered into a mezzanine loan agreement with SST VI OP for up to $ 45 million (the “SST VI Mezzanine Loan”). The SST VI Mezzanine Loan required a commitment fee equal to 1.0 % of the amount drawn at closing of the SST VI Mezzanine Loan. The SST VI Mezzanine Loan is secured by a pledge of the equity interest in the indirect, wholly-owned subsidiaries of SST VI that collectively currently own three self storage facilities. SST VI OP also serves as a non-recourse guarantor. The interest rate on the SST VI Mezzanine Loan is a variable rate equal to LIBOR plus 3% . Payments on the SST VI Mezzanine Loan are interest only until December 30, 2022, which is the initial maturity date of the SST VI Mezzanine Loan. SST VI OP may, in certain circumstances, extend the ultimate maturity date of the SST VI Mezzanine Loan through December 30, 2023 upon written notice to us, in which event the interest rate of the SST VI Mezzanine Loan will increase to LIBOR plus 4% per annum. The SST VI Mezzanine Loan may be prepaid in whole or in part at any time without fees or penalty and, in certain circumstances, equity interests securing the SST VI Mezzanine Loan may be released from the pledge of collateral. As of September 30, 2022 and December 31, 2021, SST VI OP had borrowed $ 25.0 million and $ 6.8 million, respectively, pursuant to the SST VI Mezzanine Loan, and we were potentially required to fund an additional $ 20.0 million as of September 30, 2022. For the three and nine months ended September 30, 2022, we recorded a loss related to our equity interest in SST VI OP of approximately $ 0.2 million and $ 0.5 million, respectively, and received distributions in the amount of approximately $ 0.1 million and $ 0.2 million, respectively. The loss related to our equity interest in SST VI OP is recorded within the Other line item in our consolidated statements of operations, and the distributions received directly reduce our equity interest in SST VI OP. As discussed in Note 2 – Summary of Significant Accounting Policies, due to our equity interest in SST VI OP, we consolidated this investment from March 10, 2021 (the date of our initial investment in SST VI OP) until May 1, 2021. Investment in SSGT III OP and Loan to SSGT III OP On August 9, 2022, in connection with SSGT III's acquisition of two self storage facilities, SmartStop OP, L.P. entered into a mezzanine loan agreement with SSGT III Mezz, LLC, a wholly-owned subsidiary of SSGT III, for up to $ 50.0 million (the "SSGT III Mezzanine Loan Facility"), of which $ 42.0 million was funded as an initial draw at the time of closing. The SSGT III Mezzanine Loan Facility requires a commitment fee equal to 1.0 % of the amount drawn at each closing of the SSGT III Mezzanine Loan Facility. The SSGT III Mezzanine Loan Facility is secured by a pledge of the equity interest in the indirect, wholly-owned subsidiaries of SSGT III, that owned two self storage facilities in Florida as of September 30, 2022. SS Growth Operating Partnership III, L.P., the primary operating partnership of SSGT III, also serves as a non-recourse guarantor. The interest rate on the SSGT III Mezzanine Loan Facility is a variable rate equal to SOFR plus 3.5 %. Payments on the SSGT III Mezzanine Loan Facility are interest only until August 9, 2023, which is the initial maturity date of the SSGT III Mezzanine Loan Facility. SSGT III may, in certain circumstances, extend the ultimate maturity date of the SSGT III Mezzanine Loan Facility until August 9, 2024 upon written notice to us, in which event the interest rate of the SSGT III Mezzanine Loan Facility will increase to SOFR plus 4.5 % per annum. The SSGT III Mezzanine Loan Facility may be prepaid in whole or in part at any time without fees or penalty and, in certain circumstances, equity interests securing the SSGT III Mezzanine Loan Facility may be released from the pledge of collateral. Pursuant to the SSGT III Mezzanine Loan Facility, SSGT III OP borrowed $ 42.0 million at the time of closing, of which, $ 42.0 million was repaid as of September 30, 2022. As of December 31, 2021, no borrowings had occurred in connection with the SSGT III Mezzanine Loan Facility, as it was not established until August 9, 2022. Pursuant to the SSGT III Mezzanine Loan Facility, as of September 30, 2022 we were potentially required to fund an additional $ 8.0 million. On August 29, 2022, SmartStop OP made an investment of $ 5.0 million in SSGT III OP, in exchange for common units of limited partnership interest in SSGT III OP. For the three and nine months ended September 30, 2022, we recorded a loss related to our equity interest in SSGT III OP of approximately $ 0.1 million and $ 0.1 million, respectively, and received distributions in the amount of approximately $ 2,000 and $ 2,000 , respectively. The loss related to our equity interest in SSGT III OP is recorded within the Other line item in our consolidated statements of operations, and the distributions received directly reduce our equity interest in SSGT III OP. Administrative Services Agreement On June 28, 2019, we along with our Operating Partnership, SmartStop TRS and SSA (collectively, the “Company Parties”) entered into an Administrative Services Agreement with SAM (the “Administrative Services Agreement”), which, as amended, requires that the Company Parties will be reimbursed for providing certain operational and administrative services to SAM which may include, without limitation, accounting and financial support, IT support, HR support, advisory services and operations support, and administrative support as set forth in the Administrative Services Agreement and SAM will be reimbursed for providing certain operational and administrative services to the Company Parties which may include, without limitation, due diligence support, marketing, fulfillment and offering support, events support, insurance support, and administrative and facilities support. SAM and the Company Parties will reimburse one another based on the actual costs of providing their respective services. Additionally, SAM will pay the Company Parties an allocation of rent and overhead for the portion it occupies in the Ladera Office. The initial term of the agreement was three years, with automatic one-year renewals, and is subject to certain adjustments as defined in the agreement. For the three and nine months ended September 30, 2022, we incu |
