National Storage Affiliates Trust (ETR:NSA) Files An 8-K Other Events
Item 8.01 Other Events
On December 12, 2016, National Storage Affiliates Trust (the
Company) filed with the Securities and Exchange Commission a
preliminary prospectus supplement and accompanying prospectus (the
Preliminary Prospectus) under its effective shelf registration
statement on Form S-3 to Rule 424 under the Securities Act of 1933,
as amended, relating to a proposed public offering of 4,500,000 of
the Companys common shares of beneficial interest, $0.01 par value
per share (the Offering). The preliminary prospectus supplement
contains certain updated disclosure regarding the Companys
business. There can be no assurance that the Company will be able
to complete the Offering on the terms described above or at all.
Company) filed with the Securities and Exchange Commission a
preliminary prospectus supplement and accompanying prospectus (the
Preliminary Prospectus) under its effective shelf registration
statement on Form S-3 to Rule 424 under the Securities Act of 1933,
as amended, relating to a proposed public offering of 4,500,000 of
the Companys common shares of beneficial interest, $0.01 par value
per share (the Offering). The preliminary prospectus supplement
contains certain updated disclosure regarding the Companys
business. There can be no assurance that the Company will be able
to complete the Offering on the terms described above or at all.
Recent Developments
Self Storage Property Acquisitions
As of September 30, 2016, the Company owned 352 self storage
properties, located in 19 states, comprising approximately 21.0
million rentable square feet, configured in approximately 168,000
storage units. As of September 30, 2016, the properties had, in the
aggregate, a weighted average period-end occupancy of 90.1%.
properties, located in 19 states, comprising approximately 21.0
million rentable square feet, configured in approximately 168,000
storage units. As of September 30, 2016, the properties had, in the
aggregate, a weighted average period-end occupancy of 90.1%.
From July 1, 2016 through September 30, 2016, the Company acquired
34 self storage properties located in eight states, comprising
approximately 2.3 million rentable square feet, configured in
approximately 18,000 storage units for approximately $206 million.
Consideration for these acquisitions included approximately $200
million of cash, OP equity of approximately $5 million (consisting
of 127,011 Class A common units of limited partner interest (OP
units), 102,555 Class B common units of limited partner interest
(subordinated performance units), and the vesting of 7,900
long-term incentive plan (LTIP) units previously issued) and the
assumption of approximately $1 million of other working capital
liabilities. Of these acquisitions, two were acquired by the
Company from its existing PROs and 32 were acquired by the Company
from third-party sellers.
34 self storage properties located in eight states, comprising
approximately 2.3 million rentable square feet, configured in
approximately 18,000 storage units for approximately $206 million.
Consideration for these acquisitions included approximately $200
million of cash, OP equity of approximately $5 million (consisting
of 127,011 Class A common units of limited partner interest (OP
units), 102,555 Class B common units of limited partner interest
(subordinated performance units), and the vesting of 7,900
long-term incentive plan (LTIP) units previously issued) and the
assumption of approximately $1 million of other working capital
liabilities. Of these acquisitions, two were acquired by the
Company from its existing PROs and 32 were acquired by the Company
from third-party sellers.
Based on the Company’s underwriting, the Company believes the
aggregate purchase price of the 34 properties acquired between July
1, 2016 and September 30, 2016, represents a weighted average
underwritten capitalization rate of approximately 6.4%.
aggregate purchase price of the 34 properties acquired between July
1, 2016 and September 30, 2016, represents a weighted average
underwritten capitalization rate of approximately 6.4%.
On October 4, 2016, the Company’s joint venture (the Joint
Venture) with a major state pension fund (the JV Investor) advised
by Heitman Capital Management LLC completed its acquisition of the
previously reported 66 property iStorage portfolio from an
unrelated third party seller for an aggregate consideration of
approximately $630 million. The Joint Venture financed the
acquisition with approximately $320 million in equity
(approximately $80 million from a newly formed subsidiary of the
Company (NSA Member) in exchange for a 25% ownership interest and
approximately $240 million from the JV Investor in exchange for a
75% ownership interest) with the balance of the consideration
funded using proceeds from a new debt financing by the Joint
Venture. NSA Member’s capital contributions were funded with a
draw on the Company’s revolving line of credit (the Company’s
Revolver). In addition, the Company completed its acquisition of
the iStorage property management platform, including a property
management company, a captive insurance company, and the iStorage
brand. For additional information about these acquisitions, see the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on September 15, 2016.
Venture) with a major state pension fund (the JV Investor) advised
by Heitman Capital Management LLC completed its acquisition of the
previously reported 66 property iStorage portfolio from an
unrelated third party seller for an aggregate consideration of
approximately $630 million. The Joint Venture financed the
acquisition with approximately $320 million in equity
(approximately $80 million from a newly formed subsidiary of the
Company (NSA Member) in exchange for a 25% ownership interest and
approximately $240 million from the JV Investor in exchange for a
75% ownership interest) with the balance of the consideration
funded using proceeds from a new debt financing by the Joint
Venture. NSA Member’s capital contributions were funded with a
draw on the Company’s revolving line of credit (the Company’s
Revolver). In addition, the Company completed its acquisition of
the iStorage property management platform, including a property
management company, a captive insurance company, and the iStorage
brand. For additional information about these acquisitions, see the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on September 15, 2016.
Based on the Company’s underwriting, the Company believes the
estimated aggregate purchase price of the iStorage portfolio
represents a weighted average underwritten capitalization rate of
approximately 5.3%.
estimated aggregate purchase price of the iStorage portfolio
represents a weighted average underwritten capitalization rate of
approximately 5.3%.
From October 1, 2016 through December 12, 2016, in addition to the
acquisitions described in the paragraph above, the Company acquired
31 self storage properties located in seven states, comprising
approximately 2.2 million rentable square feet, configured in
approximately 17,000 storage units for approximately $226 million.
Consideration for these acquisitions included approximately $207
million of cash, OP equity of approximately $17 million (consisting
of 824,707 OP units, 10,729 subordinated performance units, and the
vesting of 11,000 LTIP units previously issued) and the assumption
of approximately $2.0 million of other working capital liabilities.
Of these acquisitions, two were acquired by the Company from its
existing participating regional operators (PROs) and 29 were
acquired by the Company from third-party sellers.
acquisitions described in the paragraph above, the Company acquired
31 self storage properties located in seven states, comprising
approximately 2.2 million rentable square feet, configured in
approximately 17,000 storage units for approximately $226 million.
Consideration for these acquisitions included approximately $207
million of cash, OP equity of approximately $17 million (consisting
of 824,707 OP units, 10,729 subordinated performance units, and the
vesting of 11,000 LTIP units previously issued) and the assumption
of approximately $2.0 million of other working capital liabilities.
Of these acquisitions, two were acquired by the Company from its
existing participating regional operators (PROs) and 29 were
acquired by the Company from third-party sellers.
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Based on the Company’s underwriting, the Company believes the
aggregate purchase price of the 31 properties acquired since
October 1, 2016 represents a weighted average underwritten
capitalization rate of approximately 6.0%.
aggregate purchase price of the 31 properties acquired since
October 1, 2016 represents a weighted average underwritten
capitalization rate of approximately 6.0%.
The Company has also entered into contracts to acquire three self
storage properties and expand four self storage properties located
in five states, comprising approximately 0.3 million rentable
square feet, configured in approximately 2,100 storage units for
aggregate consideration of approximately $25 million. Consideration
for these acquisitions is expected to include approximately $23
million of cash and OP equity of approximately $2.0 million. Of
these acquisitions, the Company expects that one will be acquired
by the Company from a PRO and two will be acquired by the Company
from third-party sellers. Although the Company currently expects to
complete these acquisitions during the first quarter of 2017, the
Company’s acquisition of these properties is subject to customary
closing conditions and there is no assurance that these properties
will be acquired or will be acquired at the time or to the terms
currently contemplated.
storage properties and expand four self storage properties located
in five states, comprising approximately 0.3 million rentable
square feet, configured in approximately 2,100 storage units for
aggregate consideration of approximately $25 million. Consideration
for these acquisitions is expected to include approximately $23
million of cash and OP equity of approximately $2.0 million. Of
these acquisitions, the Company expects that one will be acquired
by the Company from a PRO and two will be acquired by the Company
from third-party sellers. Although the Company currently expects to
complete these acquisitions during the first quarter of 2017, the
Company’s acquisition of these properties is subject to customary
closing conditions and there is no assurance that these properties
will be acquired or will be acquired at the time or to the terms
currently contemplated.
Based on the Company’s underwriting, the Company believes the
estimated aggregate purchase price of the three properties under
contract to be acquired represents a weighted average underwritten
capitalization rate of approximately 6.2%.
estimated aggregate purchase price of the three properties under
contract to be acquired represents a weighted average underwritten
capitalization rate of approximately 6.2%.
The Company calculates weighted average underwritten capitalization
rate by dividing the anticipated cash net operating income the
Company expects to derive from the self storage properties acquired
or under contract for the twelve months immediately following the
Company’s acquisition or expected acquisition date, as applicable
(based upon information provided to the Company by the sellers of
these properties in the diligence process and certain assumptions
applied by the Company related to anticipated occupancy, rental
rates and expenses over such period), by the total aggregate
purchase price plus anticipated capital expenditures for the twelve
months immediately following the acquisition date. The Company
calculated the anticipated cash net operating income by subtracting
anticipated operating expenses (before interest expense and
depreciation and amortization, and supervisory and administrative
fees) at each property from the anticipated cash income from the
property.
rate by dividing the anticipated cash net operating income the
Company expects to derive from the self storage properties acquired
or under contract for the twelve months immediately following the
Company’s acquisition or expected acquisition date, as applicable
(based upon information provided to the Company by the sellers of
these properties in the diligence process and certain assumptions
applied by the Company related to anticipated occupancy, rental
rates and expenses over such period), by the total aggregate
purchase price plus anticipated capital expenditures for the twelve
months immediately following the acquisition date. The Company
calculated the anticipated cash net operating income by subtracting
anticipated operating expenses (before interest expense and
depreciation and amortization, and supervisory and administrative
fees) at each property from the anticipated cash income from the
property.
The Company has weighted the underwritten capitalization rate based
on purchase price.
on purchase price.
The Company cautions you not to place undue reliance on the
Company’s weighted average underwritten capitalization rates for
the self storage properties the Company acquired since October 1,
2016 or have under contract because they are based on information
provided to the Company by the sellers of these properties in the
diligence process and certain assumptions applied by the Company
related to anticipated occupancy, rental rates and expenses over
the twelve months immediately following the Company’s acquisition
or expected acquisition date, as applicable, and they are
calculated on a non-GAAP basis. The Company’s experience operating
these properties may change the Company’s expectations with
respect to the Company’s weighted average underwritten
capitalization rates. In addition, the actual weighted average
capitalization rates may differ from the underwritten weighted
average capitalization rates described above based on numerous
factors, including the Company’s difficulties achieving assumed
occupancy and/or rental rates, unanticipated expenses, the results
of the Company’s final purchase price allocation and property tax
reassessments, as well as the risk factors set forth in the
Preliminary Prospectus and documents incorporated by reference
therein. The Company can provide no assurance that the actual
capitalization rates for these properties will be consistent with
the weighted average underwritten capitalization rates set forth
above.
Company’s weighted average underwritten capitalization rates for
the self storage properties the Company acquired since October 1,
2016 or have under contract because they are based on information
provided to the Company by the sellers of these properties in the
diligence process and certain assumptions applied by the Company
related to anticipated occupancy, rental rates and expenses over
the twelve months immediately following the Company’s acquisition
or expected acquisition date, as applicable, and they are
calculated on a non-GAAP basis. The Company’s experience operating
these properties may change the Company’s expectations with
respect to the Company’s weighted average underwritten
capitalization rates. In addition, the actual weighted average
capitalization rates may differ from the underwritten weighted
average capitalization rates described above based on numerous
factors, including the Company’s difficulties achieving assumed
occupancy and/or rental rates, unanticipated expenses, the results
of the Company’s final purchase price allocation and property tax
reassessments, as well as the risk factors set forth in the
Preliminary Prospectus and documents incorporated by reference
therein. The Company can provide no assurance that the actual
capitalization rates for these properties will be consistent with
the weighted average underwritten capitalization rates set forth
above.
Net income was $7.9 million and net operating income was $35.6
million for the three months ended September 30, 2016. Due to the
timing of acquisitions, net operating income is less than it would
have been had the self storage properties acquired during the third
quarter been held for the entire quarter. For a reconciliation
between net income and net operating income, see Item 2.
Managements Discussion and Analysis of Financial Condition and
Results of Operations in the Company’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2016.
million for the three months ended September 30, 2016. Due to the
timing of acquisitions, net operating income is less than it would
have been had the self storage properties acquired during the third
quarter been held for the entire quarter. For a reconciliation
between net income and net operating income, see Item 2.
Managements Discussion and Analysis of Financial Condition and
Results of Operations in the Company’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2016.
The Company also continues to actively track and evaluate a robust
pipeline of self storage properties.
pipeline of self storage properties.
Credit Facility Increase
On December 1, 2016, to a partial exercise by NSA OP, LP (the
Operating Partnership) of its expansion option under its amended
and restated credit agreement dated as of May 6, 2016, the
Operating Partnership,
Operating Partnership) of its expansion option under its amended
and restated credit agreement dated as of May 6, 2016, the
Operating Partnership,
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as borrower, certain of its subsidiaries that are party to the
credit facility, as subsidiary guarantors, and the Company, as
parent guarantor, entered into an increase agreement with KeyBank
National Association, as administrative agent, and KeyBank National
Association and PNC Bank, National Association, as the increase
lenders, to increase the total borrowing capacity under the
revolver by $50.0 million for a total credit facility of $725.0
million consisting of three components: (i) the revolver, which now
provides for a total borrowing commitment of up to $400.0 million,
(ii) a $225.0 million tranche A term loan facility, and (iii) a
$100.0 million tranche B term loan facility. The Operating
Partnership continues to have an expansion option under the credit
facility, which, if exercised in full, would provide for a total
credit facility of $1.0 billion.
credit facility, as subsidiary guarantors, and the Company, as
parent guarantor, entered into an increase agreement with KeyBank
National Association, as administrative agent, and KeyBank National
Association and PNC Bank, National Association, as the increase
lenders, to increase the total borrowing capacity under the
revolver by $50.0 million for a total credit facility of $725.0
million consisting of three components: (i) the revolver, which now
provides for a total borrowing commitment of up to $400.0 million,
(ii) a $225.0 million tranche A term loan facility, and (iii) a
$100.0 million tranche B term loan facility. The Operating
Partnership continues to have an expansion option under the credit
facility, which, if exercised in full, would provide for a total
credit facility of $1.0 billion.
Forward-Looking Statements
The Company makes forward-looking statements in this report that
are subject to risks and uncertainties. These forward-looking
statements include information about possible or assumed future
results of the Company’s business, financial condition, liquidity,
results of operations, plans and objectives. When the Company uses
the words believe, expect, anticipate, estimate, plan, continue,
intend, should, may or similar expressions, the Company intends to
identify forward-looking statements.
are subject to risks and uncertainties. These forward-looking
statements include information about possible or assumed future
results of the Company’s business, financial condition, liquidity,
results of operations, plans and objectives. When the Company uses
the words believe, expect, anticipate, estimate, plan, continue,
intend, should, may or similar expressions, the Company intends to
identify forward-looking statements.
The forward-looking statements contained in this report reflect the
Company’s current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions, and
changes in circumstances that may cause the Company’s actual
results to differ significantly from those expressed in any
forward-looking statement.
Company’s current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions, and
changes in circumstances that may cause the Company’s actual
results to differ significantly from those expressed in any
forward-looking statement.
Statements regarding the following subjects, among others, may be
forward-looking:
forward-looking:
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market trends in the Company’s industry, interest rates, the
debt and lending markets or the general economy; |
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the Company’s business and investment strategy;
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the acquisition of properties, including the ability of the
Company’s acquisitions to achieve underwritten capitalization rates and the Company’s ability to execute on its acquisition pipeline; |
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timing of acquisitions;
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the Company’s relationships with, and its ability and timing
to attract additional, PROs; |
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the Company’s ability to effectively align the interests of
its PROs with the Company and its shareholders; |
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the integration of the Company’s PROs and their contributed
portfolios into the Company, including into its financial and operational reporting infrastructure and internal control framework; |
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the Company’s operating performance and projected operating
results, including its ability to achieve market rents and occupancy levels, reduce operating expenditures and increase the sale of ancillary products and services; |
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the Company’s ability to access additional off-market
acquisitions; |
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actions and initiatives of the U.S. federal, state and local
government and changes to U.S. federal, state and local government policies and the execution and impact of these actions, initiatives and policies; |
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the state of the U.S. economy generally or in specific
geographic regions, states or municipalities; |
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economic trends and economic recoveries;
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the Company’s ability to obtain and maintain financing
arrangements on favorable terms; |
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general volatility of the securities markets in which the
Company participates; |
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changes in the value of the Company’s assets;
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projected capital expenditures;
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the impact of technology on the Company’s products,
operations, and business; |
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the implementation of the Company’s technology and best
practices programs (including its ability to effectively implement its integrated Internet marketing strategy); |
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changes in interest rates and the degree to which the
Company’s hedging strategies may or may not protect it from interest rate volatility; |
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impact of and changes in governmental regulations, tax law
and rates, accounting guidance and similar matters; |
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the Company’s ability to continue to qualify, and maintain
its qualification, as a REIT for U.S. federal income tax purposes; |
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availability of qualified personnel;
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the timing of conversions of subordinated performance units
in the Company’s operating partnership and subsidiaries of its operating partnership into OP units in its operating partnership, the conversion ratio in effect at such time, and the impact of such convertibility on its diluted earnings (loss) per share; |
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the risks of investing through joint ventures, including
whether the anticipated benefits from a joint venture are realized or may take longer to realize than expected; |
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estimates relating to the Company’s ability to make
distributions to its shareholders in the future; and |
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the Company’s understanding of its competition.
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The forward-looking statements are based on the Company’s beliefs,
assumptions and expectations of its future performance, taking into
account all information currently available to the Company.
Forward-looking statements are not predictions of future events.
These beliefs, assumptions, and expectations can change as a result
of many possible events or factors, not all of which are known to
the Company. Readers should carefully review the Company’s
financial statements and the notes thereto, as well as the sections
entitled Business, Risk Factors, Properties, and Management’s
Discussion and Analysis of Financial Condition and Results of
Operations, described in the Company’s Preliminary Prospectus and
Annual Report on Form 10-K filed with the SEC on March 10, 2016
(the Annual Report), and the other documents the Company files from
time to time with the Securities and Exchange Commission. If a
change occurs, the Company’s business, financial condition,
liquidity and results of operations may vary materially from those
expressed in the Company’s forward-looking statements. Any
forward-looking statement speaks only as of the date on which it is
made. New risks and uncertainties arise over time, and it is not
possible for the Company to predict those events or how they may
affect the Company. Except as required by law, the Company is not
obligated to, and do not intend to, update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
assumptions and expectations of its future performance, taking into
account all information currently available to the Company.
Forward-looking statements are not predictions of future events.
These beliefs, assumptions, and expectations can change as a result
of many possible events or factors, not all of which are known to
the Company. Readers should carefully review the Company’s
financial statements and the notes thereto, as well as the sections
entitled Business, Risk Factors, Properties, and Management’s
Discussion and Analysis of Financial Condition and Results of
Operations, described in the Company’s Preliminary Prospectus and
Annual Report on Form 10-K filed with the SEC on March 10, 2016
(the Annual Report), and the other documents the Company files from
time to time with the Securities and Exchange Commission. If a
change occurs, the Company’s business, financial condition,
liquidity and results of operations may vary materially from those
expressed in the Company’s forward-looking statements. Any
forward-looking statement speaks only as of the date on which it is
made. New risks and uncertainties arise over time, and it is not
possible for the Company to predict those events or how they may
affect the Company. Except as required by law, the Company is not
obligated to, and do not intend to, update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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About National Storage Affiliates Trust> (ETR:NSA)
OTI Greentech AG is a Germany-based CleanTech engineering company. The Company offers environmentally-friendly solutions for the cleaning, recovery and disposal of oil in a range of applications. This includes cleaning of tanks, ships and industrial machinery, the recovery of oil from oil sands, land remediation and the recovery of oil form conventional and non-conventional oil resources. The Company operates through its subsidiaries OTI, VTT Martime, RADA Engineering & Consulting and Uniservice Global, located in Switzerland, Norway and Italy. National Storage Affiliates Trust> (ETR:NSA) Recent Trading Information
National Storage Affiliates Trust> (ETR:NSA) closed its last trading session at 5.23 with shares trading hands.
