Business Context and Reporting Period
Company: Strategic Storage Trust II, Inc. (Note: Metadata references "Smartstop Self Storage REIT, Inc.", but the filing text identifies the registrant as Strategic Storage Trust II, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: September 29, 2015
Context: The registrant is a real estate investment trust (REIT) engaged in a public offering of up to $1.095 billion in common stock. This filing reports material definitive agreements and amendments to its charter related to the creation of two share classes (Class A and Class T) and the revision of its offering structure.
Key Financial Metrics
Offering Size: Up to $1.095 billion in shares of common stock.
DRIP Component: $95 million of shares offered under the Distribution Reinvestment Plan.
Revenue/Profit/Cash Flow: The filing text does not provide specific revenue, profit, cash flow, or margin figures for a reporting period.
Debt/Liquidity: The filing text does not provide specific debt or liquidity metrics.
Material Changes Versus Prior Period
- Share Class Restructuring: Effective September 28, 2015, the registrant changed the designation of its common stock to Class A Shares and reclassified a portion as Class T Shares.
- Fee Structure Amendment: Entered into Amendment No. 1 to the Dealer Manager Agreement with Select Capital Corporation.
- Class A Shares: 7.0% sales commission + 3.0% dealer manager fee.
- Class T Shares: 2.0% sales commission + 3.0% dealer manager fee.
- Stockholder Servicing Fee (Class T only): 1% per annum (accrued daily) on the purchase price, excluding DRIP shares.
- Operating Partnership Amendment: Entered into Amendment No. 2 to the Limited Partnership Agreement to align partnership units with the new share classes and clarify special allocations for servicing fees.
- DRIP Amendment: Approved an Amended and Restated Distribution Reinvestment Plan effective October 9, 2015, establishing pricing for both share classes.
Guidance, Outlook, and Risks
Management Commentary: The registrant clarified that Class A and Class T shares have similar voting and liquidation rights, though distributions for Class T shares are expected to differ to account for the stockholder servicing fee.
Fee Termination Conditions: The stockholder servicing fee on Class T shares will cease on the earliest of: (i) listing on a national exchange, merger, or asset sale; (ii) aggregate underwriting compensation reaching 10% of gross proceeds; (iii) the fifth anniversary of the IPO termination; or (iv) share redemption.
Risks and Contingencies: The filing includes a forward-looking statement cautioning that actual results may differ materially from expectations due to economic conditions, market competition, and business decisions. The company explicitly states it cannot assure attainment of investment objectives.
Investor Verification Checklist
- Verify the distinction between Class A and Class T share distributions, specifically the impact of the 1% annual stockholder servicing fee on Class T returns.
- Confirm the total capital raised to date against the $1.095 billion offering target and the 10% underwriting compensation cap for fee termination.
- Review the full text of Amendment No. 1 to the Dealer Manager Agreement (Exhibit 1.1) and Amendment No. 2 to the Operating Partnership Agreement (Exhibit 10.1) for complete fee terms.
- Monitor the status of the Distribution Reinvestment Plan effective October 9, 2015, for pricing mechanisms.
- Check for any subsequent filings regarding the listing of shares on a national securities exchange, which would trigger the cessation of servicing fees.