NSA Terminates Material Agreement, Reports Equity Sales

TL;DR

NSA terminated a big deal and sold some stock off-market. Watch for details.

AI Summary

National Storage Affiliates Trust (NSA) announced the termination of a material definitive agreement on July 1, 2024. The company also reported unregistered sales of equity securities. Specific details regarding the agreement and the equity sales, including dollar amounts and involved parties, are not fully disclosed in this filing.

Why It Matters

The termination of a material definitive agreement can signal significant changes in the company's strategic partnerships or operational plans. Unregistered equity sales may indicate financing activities or stock issuances outside of public markets.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and unregistered sales of equity securities introduce uncertainty regarding the company's financial and operational stability.

Key Players & Entities

• National Storage Affiliates Trust (company) — Registrant
• July 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — Common Shares of Beneficial Interest, $0.01 par value per share NSA New York Stock
• $32.6 million — ntribution agreements, the Company paid $32.6 million in cash and issued 1,548,866 Class A OP

Filing Documents

• nsa-20240701.htm (8-K) — 35KB
• 0001628280-24-031370.txt ( ) — 204KB
• nsa-20240701.xsd (EX-101.SCH) — 2KB
• nsa-20240701_def.xml (EX-101.DEF) — 16KB
• nsa-20240701_lab.xml (EX-101.LAB) — 28KB
• nsa-20240701_pre.xml (EX-101.PRE) — 16KB
• nsa-20240701_htm.xml (XML) — 5KB

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. The information in the second paragraph of Item 8.01 below is incorporated into this Item 1.02 by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information in the third paragraph under Item 8.01 below is incorporated into this Item 3.02 by reference. Following a specified lock up period after the July 1, 2024 closing date (the " Closing Date ") with respect to the transactions described under Item 8.01 below, the Class A common units of limited partner interest (" Class A OP Units ") of NSA OP, LP (the " Operating Partnership ") issued by the Operating Partnership on the Closing Date may be redeemed from time to time by holders for a cash amount per Class A OP Unit equal to the market value of an equivalent number of common shares of beneficial interest, $0.01 par value per share (" Common Shares ") of National Storage Affiliates Trust (the " Company "). The Company has the right, but not the obligation, to assume and satisfy the redemption obligation of the Operating Partnership described above by issuing one Common Share in exchange for each Class A OP Unit tendered for redemption. The Company has elected to report early the private placement of its Common Shares that may occur if the Company elects to assume the redemption obligation of the Operating Partnership as described above in the event that Class A OP Units are in the future tendered for redemption. As of the Closing Date, other than the 75,168,896 Class A OP Units held by the Company, after reflecting the transactions described herein, 59,781,098 Class A OP Units were outstanding (including 662,270 outstanding long term incentive performance units in the Operating Partnership and 5,769,214 outstanding units that are intended to be economically equivalent to the Class A OP Units (" DownREIT OP Units ") in the Operating Partnership's DownREIT subsidiaries (the " DownREIT Partnerships "), which are convertible into, or exchangeable for, Class A OP Units on a one-for-basis, subject to certain conditions). The Class A OP Units issued in the transactions described herein are exempt from regi

01. Other Events

Item 8.01. Other Events. On the Closing Date, the Company completed the internalization of its participating regional operator (" PRO ") structure, as previously announced in the Form 8-K filed by the Company on June 3, 2024. As of the Closing Date, 11,906,167 outstanding subordinated performance units in the Operating Partnership and the DownREIT Partnerships, converted into an aggregate of 17,984,787 Class A OP Units and DownREIT OP Units. Additionally, effective June 28, 2024, 194,888 subordinated performance units in the Operating Partnership were repurchased by the Company for cash. In connection with the internalization of the PRO structure, the Company entered into contribution agreements with each PRO to acquire certain of each PRO's assets, which included (a) each PRO's asset management and property management contracts, including each facilities portfolio management agreement (" FPMA "), by and among the Company, the Operating Partnership, and such PRO (collectively, the " management contracts "), (b) certain intellectual property and brands (the " PRO IP "), and (c) certain rights with respect to each PRO's tenant insurance program (" tenant insurance assets "). Additionally, the contribution agreements effectuate the termination of the following: (i) each PRO's non-compete, non-solicitation and captive pipeline obligations, (ii) the Company's obligations to pay any supervisory and administrative fees or reimbursements to the PROs, and (iii) immediately following the Closing Date, each PRO's FPMA. Pursuant to the contribution agreements, the Company paid $32.6 million in cash and issued 1,548,866 Class A OP Units to the PROs as consideration for the management contracts, the PRO IP and tenant insurance assets. The value of the consideration related to the management contracts and PRO IP was equal to four times the normalized annual EBITDA from the management contracts related to each PRO's managed portfolio over the 12-month period ended December 31, 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL STORAGE AFFILIATES TRUST By: /s/ David G. Cramer David G. Cramer President and Chief Executive Officer Date: July 8, 2024

View Full Filing

View this 8-K filing on SEC EDGAR