Smartstop Self Storage REIT, Inc. current report, 10 August 2022

Full document

Business Context and Reporting Period

This Form 8-K was filed by SmartStop Self Storage REIT, Inc. on August 10, 2022, reporting an event that occurred on August 9, 2022. The filing addresses a corporate action involving the Operating Partnership (SmartStop OP, L.P.) related to the final tier of earnout consideration from a 2019 self-administration transaction.

Key Financial Metrics

The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a capital structure adjustment.

Material Changes

  • Unit Conversion: 1,094,434 Class A-2 Units held by an affiliate of Strategic Asset Management I, LLC were converted into 1,094,434 Class A-1 Units of the Operating Partnership.
  • Earnout Completion: This conversion marks the achievement of the third and final tier of earnout consideration associated with the June 28, 2019, self-administration transaction.
  • Capital Structure Impact: Following this transaction, the Operating Partnership no longer has any Class A-2 Units issued or outstanding.
  • Exchangeability: The newly issued Class A-1 Units are exchangeable for shares of the Company's Class A common stock.

Guidance, Outlook, and Risks

The filing contains no management guidance, outlook, or discussion of general business risks. It notes that the issuance was made pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933 and is not registered. Consequently, the Class A-1 Units and any shares issued upon exchange may not be offered or sold in the United States absent registration or an applicable exemption.

Investor Verification Checklist

  • Verify the total number of outstanding Class A-1 Units post-conversion.
  • Confirm the current status of the former sponsor's (Strategic Asset Management I, LLC) equity position.
  • Review the Third Amended and Restated Limited Partnership Agreement for specific terms regarding the exchange of Class A-1 Units for common stock.
  • Check for any subsequent filings regarding the registration or sale of these units.