SmartStop Prices $301.6 Million Forward Offering — Its Cash Will Wait For Settlement
The $37.00 offering covers about 13% of shares after full settlement and expands a previously announced sale.
SmartStop Self Storage REIT, which owns and operates self-storage properties, priced a $301.6 million forward stock offering Monday at $37.00 a share, but will receive no proceeds from the borrowed shares sold at closing. The 8,150,000 shares represent about 13% of outstanding common stock after full physical settlement, and the price is about 7% below Monday's $39.69 last sale price, according to its prospectus supplement filed Tuesday.
A Bigger Sale, Deferred Cash
SmartStop increased the offering from the previously announced 7,000,000 shares. Full physical settlement would bring outstanding common shares to 63,517,820, excluding the underwriters' option and assuming no other issuances after October 30.
The forward structure separates the sale to investors from SmartStop's receipt of cash. JPMorgan Chase Bank and Wells Fargo Bank are expected to arrange the borrowing and sale of shares; SmartStop expects approximately $290.2 million before expenses when it delivers its own shares to settle the agreements. That amount excludes the option and remains subject to forward-price adjustments.
SmartStop can instead choose cash or net-share settlement. Those alternatives would generate no proceeds and, in some circumstances, could require it to pay cash or deliver shares.
Underwriters have a 30-day option for 1,222,500 additional shares. The joint book-running managers include J.P. Morgan, Wells Fargo Securities, KeyBanc Capital Markets, BMO Capital Markets and Truist Securities.
Storage Investments And Loan Repayments
SmartStop said settlement money, alongside proceeds from its earlier forward agreements, will “fund our pending investments,” “repay our revolving credit facility,” “repay our Canadian term loan” and support “general corporate purposes,” including potential investments, according to the proceeds terms.
In September, SmartStop agreed to invest approximately $52.3 million in a Canadian joint venture expected to hold 14 storage properties across five provinces. It expects that investment to close in the fourth quarter of 2026.
By Friday, SmartStop had purchase agreements for properties in Las Vegas, Nevada, and Asheville, North Carolina, costing approximately $37 million, plus Canadian development sites costing approximately $8.9 million. A separate, nonbinding October letter of intent covers seven assets in Las Vegas and Henderson, Nevada, at approximately $120 million.
Earlier financing also awaits settlement. Forward agreements under its at-the-market program covered 2,438,776 shares and approximately $78.1 million gross as of September 30; none had settled by Friday.
A Cross-Border Storage Portfolio
SmartStop rents storage units month to month to residential and business customers and earns management fees from properties it does not own. As of September 30, it wholly owned 180 operating properties across 19 states, the District of Columbia and Canada, with approximately 123,000 units and 14.0 million rentable square feet. It also managed 285 operating properties it did not own.
Alongside its investment plans, SmartStop is targeting $75 million to $125 million of sales of selected properties in non-core markets beginning in early 2027. It was marketing four wholly owned properties by Friday. SmartStop's market value was $2.3 billion at Tuesday's close.
Underwriters expect to deliver the offering shares Thursday. SmartStop anticipates physical settlement on one or more dates no later than September 30, 2028.
Sources
- Form 424B5 — SmartStop Self Storage REIT, Inc. (SMA) — SEC EDGAR
- SmartStop Self Storage REIT Announces Pricing of Upsized Offering of Common Stock | Morningstar — morningstar.com
- SmartStop Self Storage REIT Announces Pricing of Upsized Offering of Common Stock — businesswire.com
- SmartStop Self Storage REIT Announces Pricing of Upsized Offering of Common Stock – Company Announcement - FT.com — Financial Times
- SmartStop Self Storage REIT Announces Public Offering of Common Stock — businesswire.com
