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): March 25, 2016
Strategic Storage Trust II, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 333-190983
| | |
| MD | | 46-1722812 |
(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. |
On March 25, 2016, Strategic Storage Trust II, Inc. (the “Registrant”), through a subsidiary of Strategic Storage Operating Partnership II, L.P., the Registrant’s operating partnership, executed 12 purchase and sale agreements with unaffiliated third parties (the “27 Property Purchase Agreements”) for the acquisition of a portfolio of 22 self storage facilities (10 in Florida, 11 in North Carolina and one in Maryland), four parcels of land adjacent to facilities in North Carolina and one redevelopment property in North Carolina (the “27 Property Portfolio”).
The purchase price for the 27 Property Portfolio is approximately $371 million, plus closing costs and acquisition fees. The Registrant expects to close the acquisition of the 27 Property Portfolio in the second and/or third quarters of 2016 and to fund such acquisition with a combination of net proceeds from its public offering, a drawdown on its existing credit facility, assumption of an existing loan and other potential debt financing. This discussion of the potential acquisition of the 27 Property Portfolio is qualified in its entirety by the text of the 27 Property Purchase Agreements, attached hereto as Exhibits 10.1 through 10.3.
A summary of the 22 self storage facilities in the 27 Property Portfolio is as follows:
| | | | | | | | | | | | | | |
Property | | Address | | Purchase
Price | | | Approx.
Sq. Ft.
(net) | | | Approx.
Units | |
Pompano Beach - FL | | 2320 NE 5th Avenue, Pompano Beach, FL 33172 | | $ | 18,576,855 | | | | 114,500 | | | | 870 | |
Lake Worth - FL | | 8135 Lake Worth Road, Lake Worth, FL 33467 | | $ | 23,064,525 | | | | 78,100 | | | | 830 | |
Jupiter - FL | | 2581 Jupiter Park Drive, Jupiter, FL 33458 | | $ | 26,925,993 | | | | 87,400 | | | | 820 | |
Royal Palm Beach - FL | | 10719 Southern Boulevard, Royal Palm Beach, FL 33411 | | $ | 24,003,787 | | | | 92,700 | | | | 850 | |
Port St. Lucie - FL | | 501 NW Business Center Drive, Port St. Lucie, FL 34986 | | $ | 14,506,635 | | | | 71,800 | | | | 720 | |
Wellington - FL | | 1341 State Road 7, Wellington, FL 33414 | | $ | 21,916,510 | | | | 81,700 | | | | 730 | |
Doral - FL | | 10451 NW 33rd Street, Doral, FL 33172 | | $ | 24,838,715 | | | | 71,500 | | | | 1,030 | |
Plantation - FL | | 10325 W. Broward Boulevard, Plantation, FL 33324 | | $ | 36,318,783 | | | | 89,800 | | | | 910 | |
Naples - FL | | 7755 Preserve Lane, Naples, FL 34119 | | $ | 25,673,615 | | | | 75,900 | | | | 800 | |
Delray Beach - FL | | 189 W. Linton Boulevard, Delray Beach, FL 33444 | | $ | 30,787,487 | | | | 121,500 | | | | 900 | |
Baltimore - MD | | 7989 and 7979 Rossville Boulevard, Baltimore, MD 21236 | | $ | 28,387,095 | | | | 100,600 | | | | 1,080 | |
Asheville I – NC | | 1130 Sweeten Creek Road, Asheville, NC 28803/ 17-19 Chaparral Road, Asheville, NC 28803 | | $ | 14,923,760 | | | | 75,200 | | | | 580 | |
Arden – NC | | 3909 Sweeten Creek Road, Arden, NC 28704 | | $ | 11,756,155 | | | | 67,500 | | | | 570 | |
Asheville II – NC | | 127 Sweeten Creek Road, Asheville, NC 28803 | | $ | 6,104,335 | | | | 39,500 | | | | 330 | |
Hendersonville I – NC | | 1931 Spartanburg Highway, Hendersonville, NC 28792 | | $ | 4,100,340 | | | | 32,500 | | | | 350 | |
Asheville III – NC | | 600 Patton Avenue, Asheville, NC 28806 | | $ | 9,521,285 | | | | 51,000 | | | | 420 | |
Asheville IV – NC | | 40 Wilmington Street, Asheville, NC 28806 | | $ | 8,828,660 | | | | 54,700 | | | | 480 | |
Asheville V - NC | | 90 Highland Center Boulevard, Asheville, NC 28806 | | $ | 9,872,215 | | | | 51,600 | | | | 450 | |
| | | | | | | | | | | | | | |
Property | | Address | | Purchase
Price | | | Approx.
Sq. Ft.
(net) | | | Approx.
Units | |
Asheville VI – NC | | 21 Sardis Road, Asheville, NC 28806 | | $ | 6,630,730 | | | | 44,600 | | | | 380 | |
Asheville VII – NC | | 2594 Sweeten Creek Road, Asheville, NC 28803 | | $ | 4,035,695 | | | | 25,300 | | | | 210 | |
Hendersonville II – NC | | 102 Glover Street, Hendersonville, NC 28792 | | $ | 7,720,460 | | | | 47,600 | | | | 490 | |
Asheville VIII – NC | | 530/550 Swannanoa River Road, Asheville, NC 28805 | | $ | 8,856,365 | | | | 36,000 | | | | 380 | |
| | | | | | | | | | | | | | |
TOTAL | | | | $ | 367,350,000 | | | | 1,511,000 | | | | 14,180 | |
| | | | | | | | | | | | | | |
In addition to the 22 self storage facilities listed above, the 27 Property Portfolio includes four parcels of land in Asheville, North Carolina that are adjacent to facilities in that area and a redevelopment property in North Carolina with an aggregate purchase price of approximately $3.65 million.
Pursuant to the 27 Property Purchase Agreements, the Registrant would be obligated to purchase the 27 Property Portfolio only after satisfactory completion of agreed upon closing conditions. The Registrant will decide whether to acquire the 27 Property Portfolio generally based upon:
| | • | | approval of our board of directors to purchase the 27 Property Portfolio; |
| | • | | the ability of the Registrant to raise sufficient net proceeds from its public offering and obtain debt and other financing; |
| | • | | approval from the existing lender for the assumption of an existing loan; |
| | • | | 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 27 Property Purchase Agreements; 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 27 Property Portfolio. In some circumstances, if the Registrant fails to acquire some or all of the facilities, in addition to the incurred acquisition costs, it may forfeit up to approximately $9.0 million in earnest money on the 27 Property Portfolio.
Other properties may be identified in the future that the Registrant may acquire prior to or instead of the 27 Property Portfolio. Due to the considerable conditions to the consummation of the acquisition of the 27 Property Portfolio, the Registrant cannot make any assurances that the closing of the 27 Property Portfolio is probable.
| Item 9.01. | Financial Statements and Exhibits |
| | |
| |
| 10.1 | | Purchase and Sale Agreement, dated as of March 25, 2016, by and between Nob Hill Storage Limited Partnership and SST II Acquisitions, LLC for the purchase of 10325 W. Broward Boulevard |
| |
| 10.2 | | Purchase and Sale Agreement, dated as of March 25, 2016, by and between George’s Stor-Mor Realty, LLC, GSM Two, LLC, 15 Chaparral, LLC, 2561 Sweeten Creek, LLC, 2635 WL, LLC, Swannanoa Storage, LLC, and 3175 Storage, LLC, and SST II Acquisitions, LLC |
| |
| 10.3 | | Schedule of Omitted Documents |
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 II, INC. |
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| Date: March 31, 2016 | | | | By: | | /s/ Michael S. McClure |
| | | |
| | | | | | Michael S. McClure |
| | | | | | Executive Vice President, Chief Financial Officer and Treasurer |
