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Section 1: 8-K (8-K)

 

 

UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 18, 2017 (April 12, 2017)

 

CUBESMART
CUBESMART, L.P.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

 

 

 

 

(CubeSmart)

 

 

 

 

Delaware

 

001-32324

 

20-1024732

(CubeSmart, L.P.)

 

000-54462

 

34-1837021

(State or Other Jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

Incorporation or Organization)

 

 

 

 

 

5 Old Lancaster Road
Malvern, PA 19355
 
(Address of principal executive offices) (Zip Code)

 

(610) 535-5000
 
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 3.02 Unregistered Sales of Equity Securities.

 

As we previously disclosed in a Current Report on Form 8-K filed on March 17, 2017, our operating partnership, CubeSmart, L.P. (the “Operating Partnership”), entered into an agreement to acquire a newly constructed asset from an unaffiliated third party for aggregate consideration of approximately $11.2 million and provided the seller of the asset the right to elect to take the purchase price (net of satisfaction of debt encumbering such asset) in either cash or in Class C Units.

 

On April 12, 2017, we closed on the acquisition of the newly constructed asset and paid the purchase price in a combination of cash ($9.74 million) and 58,400 Class C Units.  Each Class C Unit has a stated value of $25 and bears an annual distribution rate of 3% on the stated value.  The holder has the option to tender the Class C Units to the Operating Partnership at any time after six months from the date of issuance and the Operating Partnership has the option to redeem the Class C Units at any time after 12 months from the date of issuance, in each case at a redemption price of $25 per Class C Unit.  We have the right to settle the redemption in cash or, at our option, Common Shares of CubeSmart, or a combination of cash and Common Shares, with the Common Shares valued at their average closing price during the ten trading days preceding the redemption date.

 

The Class C Units were sold in reliance upon the private placement exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and any Common Shares that we might elect to issue in redemption of such Class C Units would also be issued reliance upon the private placement exemption.

 

The information about the Class C Units included in the Prior 8-K is incorporated by reference into this Item 3.02.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 12, 2017, the Operating Partnership entered into Supplement No. 1 to its Second Amended and Restated Agreement of Limited Partnership to provide for the issuance of the Class C Units referred to in Item 3.02, a copy of which is filed as Exhibit 3.1 and the terms of which are incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

3.1

 

Class C Unit Supplement No. 1 to Second Amended and Restated Agreement of Limited Partnership, as amended, of CubeSmart, L.P.

 

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

CubeSmart

 

 

 

 

 

By:

/s/ Jeffrey P. Foster

 

 

Jeffrey P. Foster

 

 

Senior Vice President, Chief Legal Officer & Secretary

 

 

 

 

 

CubeSmart, L.P.

 

 

 

 

 

By: CubeSmart, its general partner

 

 

 

 

 

By:

/s/ Jeffrey P. Foster

 

 

Jeffrey P. Foster

 

 

Senior Vice President, Chief Legal Officer & Secretary

 

 

Date: April 18, 2017

 

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

3.1

 

Class C Unit Supplement No. 1 to Second Amended and Restated Agreement of Limited Partnership, as amended, of CubeSmart, L.P.

 

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Section 2: EX-3.1 (EX-3.1)

Exhibit 3.1

 

CLASS C UNIT SUPPLEMENT NO. 1 TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP, AS AMENDED,
OF
CUBESMART, L.P.

 

THIS CLASS C UNIT SUPPLEMENT NO. 1 (this “Supplement No. 1”) is dated as of April 12, 2017 and has been executed and delivered by CubeSmart, a Maryland real estate investment trust (the “General Partner”), as the sole general partner of CubeSmart, L.P., a Delaware limited partnership (the “Partnership”), to establish certain terms of 58,400 Class C Units to be issued by the Partnership on the date hereof to Lock Up Equity Development LLC, an Illinois limited liability company, pursuant to this Supplement No. 1 (such Class C Units, the “04-12-2017 Class C Units”).

 

BACKGROUND

 

A.            On March 15, 2017, the General Partner executed Amendment No. 3 (“Amendment No. 3”) to the Second Amended and Restated Agreement of Limited Partnership Agreement of the Partnership (as amended to date, the “Partnership Agreement”).  Amendment No. 3 established the Class C Units, and set forth rights and privileges, as well as limitations and restrictions, applicable to Class C Units generally and provided for certain specific terms of any given Class C Unit to be established by the General Partner in connection with the issuance of such Class C Unit.

 

B.            Capitalized terms used in this Supplement No. 1 but not defined herein shall have the meanings given to such terms in the Partnership Agreement.

 

NOW, THEREFORE, the General Partner hereby confirms the following terms and conditions for each 04-12-2017 Class C Unit:

 

1.     Stated Value.  The Stated Value of each 04-12-2017 Class C Unit is Twenty-Five dollars ($25.000).

 

2.     Distribution Rate.  The Class C Annual Amount for each 04-12-2017 Class C Unit shall equal Seventy-Five Cents ($0.75), subject to reduction as and to the extent provided for in Section 1(c)(ii) of Amendment No. 3.

 

3.     Cash Amount.  The Class C Unit Cash Amount for each 04-12-2017 Class C Unit shall equal the Stated Value of each 04-12-2017 Class C Unit.

 

4.     Holder’s Redemption Right.  The holder of each 04-12-2017 Class C Unit may not exercise its Redemption Right until on or after October 12, 2017.

 

5.     General Partner Redemption Right.  The General Partner shall have the right, exercisable in its sole discretion upon ten (10) days prior written notice, to require each holder of 04-12-2017 Class C Units to exercise its Redemption Right on or at any time after April 12, 2018.  In the event that the holder of 04-12-2017 Class C Units has not exercised its Redemption Right within the foregoing ten-day period following such written notice, then the General Partner shall be entitled to assume conclusively that the holder did in fact exercise its Redemption Right on the tenth (10th) day of the foregoing ten-day period and thereupon or thereafter to make all elections and take all actions with respect to the redemption of 04-12-2017

 



 

Class C Units that the General Partner would have the power and authority to take upon receipt of a Notice of Redemption in respect of Class C Units.

 

6.     Confirmation.  Except as expressly set forth in this Supplement No. 1, each 04-12-2017 Class C Unit shall have the rights and privileges, and shall be subject to the limitations and restrictions, applicable to Class C Units generally, as set forth in the Partnership Agreement, including Amendment No. 3.

 

IN WITNESS WHEREOF, the General Partner has executed this Supplement No. 1 as of the date first above written.

 

 

GENERAL PARTNER:

 

 

 

CUBESMART

 

 

 

By:

/s/ Jeffrey P. Foster

 

 

Name:

Jeffrey P. Foster

 

 

Its:

Senior Vice President, Chief Legal Officer & Secretary

 

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