The merger is expected to close during the first half of 2022. The merger agreement provides SSGT II a 30-day go shop period, during which SSGT II (through the board of directors of SSGT II and its representatives and advisors) may solicit alternative acquisition proposals from third parties as described in the merger agreement. Additional information regarding the merger and the merger agreement can be found in the Form 8-K filed by SmartStop with the Securities and Exchange Commission on February 24, 2022.
Suspension of Distribution Reinvestment Plan
In connection with the signing of the merger agreement, SSGT II temporarily suspended its distribution reinvestment plan (“DRP”), and will proceed paying all future distributions in cash, beginning with February’s declared distribution. There has been no change to the amount or frequency of SSGT II distributions.
Advisors
Robert A. Stanger & Company, Inc. serves as financial advisor and Venable LLP serves as legal counsel to the SmartStop special committee, while Nelson Mullins Riley & Scarborough LLP serves as legal counsel to SmartStop. KeyBanc Capital Markets Inc. serves as financial advisor and Bass, Berry & Sims PLC and Shapiro Sher Guinot & Sandler, P.A. serve as legal counsel to the SSGT II board of directors.
About SmartStop Self Storage REIT, Inc. (SmartStop)
SmartStop is a self-managed REIT with a fully integrated operations team of approximately 420 self storage professionals focused on growing the SmartStop® Self Storage brand. SmartStop, through its indirect subsidiary SmartStop REIT Advisors, LLC, also sponsors other self storage programs. As of February 23, 2022, SmartStop is one of the largest self storage companies in North America, with an owned and managed portfolio of 163 properties in 19 states and Ontario, Canada and comprising approximately 111,000 units and 12.6 million rentable square feet. SmartStop and its affiliates own or manage 19 operating self storage properties in the Greater Toronto Area, which total approximately 16,200 units and 1.7 million rentable square feet. Additional information regarding SmartStop is available at www.smartstopselfstorage.com.
About Strategic Storage Growth Trust II, Inc.
SSGT II focuses on opportunistic self storage properties. SSGT II wholly owns 10 self storage facilities comprising approximately 7,700 self storage units and 850,000 net rentable square feet of storage space, as well as one operating property in a joint venture in the Greater Toronto Area with SmartCentres REIT, one of the largest real estate investment trusts in Canada.
Additional Information and Where to Find It
In connection with the proposed Merger, SmartStop intends to file a registration statement on Form S-4 with the SEC that will include a proxy statement of SSGT II and will also constitute a prospectus of SmartStop. SSGT II intends to mail or otherwise provide to its stockholders the proxy statement/prospectus and other relevant materials, and hold a meeting of its stockholders to obtain the requisite stockholder approval of the Merger. BEFORE MAKING ANY VOTING DECISION, SSGT II’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE