Business Context and Reporting Period
Company: SmartStop Self Storage REIT, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 24, 2021
Reporting Period: Specific event date of March 24, 2021.
This filing reports the entry into a material definitive agreement regarding the Company's Operating Partnership and the unregistered sale of equity securities resulting from an earnout conversion.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses on corporate governance and equity structure changes rather than periodic financial performance.
Material Changes
- Amendment to Partnership Agreement: The Company entered into Amendment No. 3 to the Third Amended and Restated Limited Partnership Agreement of SmartStop OP, L.P.
- Revised the definition of "AUM" (Assets Under Management) for Class A-2 Unit earnouts to include assets acquired by the Company and affiliates.
- Clarified that 100% of joint venture assets count toward AUM, rather than a pro rata percentage.
- Clarified that Class A-2 Units may be transferred after the two-year holding period.
- Equity Conversion: 1,094,434 Class A-2 Units held by an affiliate of SmartStop Asset Management, LLC were converted into 1,121,795 Class A-1 Units.
- This conversion was triggered by the achievement of the first tier of earnout consideration related to the self-administration transaction dated June 28, 2019.
- Class A-1 Units are exchangeable for shares of Class A common stock.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond standard legal disclaimers. The issuance of Class A-1 Units was made pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933 and is not registered. These units and the underlying shares may not be offered or sold in the United States absent registration or an applicable exemption.
Investor Verification Checklist
- Verify the full text of Amendment No. 3 (Exhibit 10.1) to understand the precise impact of the revised AUM definition on future earnout calculations.
- Confirm the dilution impact of the conversion of 1,094,434 Class A-2 Units into 1,121,795 Class A-1 Units on existing shareholders.
- Review the status of the self-administration transaction from June 28, 2019, to understand the context of the earnout achievement.
- Check for any subsequent filings regarding the registration or resale of the newly issued Class A-1 Units.