CubeSmart (CUBE) to Buy 26 Self-Storage Facilities for $223M

August 25, 2014 5:06 PM EDT

On August 25, 2014, CubeSmart, L.P., the limited partnership through which CubeSmart (NYSE: CUBE) owns its assets and conducts its operations (the “Operating Partnership”), entered into an Agreement for Purchase and Sale (the “Purchase Agreement”) with certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, each Maryland real estate investment trusts (collectively, the “Sellers”), to acquire (the “Acquisition”) 26 self-storage facilities located in California, Florida, Illinois, Nevada, New York, Ohio and Rhode Island, along with related real and personal property (the “Properties”). The Properties will be allocated into two groups, the “Group One Properties” containing 22 properties and the “Group Two Properties” containing 4 properties.

The aggregate purchase price for the Acquisition is $223.0 million plus customary closing costs (the “Total Acquisition Consideration”). The purchase price for the Group One Properties is $195.5 million and the purchase price for the Group Two Properties is $27.5 million. Of this amount, $5.0 million was deposited in escrow shortly following the execution of the Purchase Agreement and an additional $5.0 million will be deposited into escrow upon the satisfactory completion of due diligence by the Operating Partnership. The Acquisition will close in two tranches, which are scheduled to occur no later than October 31, 2014 for the Group One Properties and no later than March 31, 2015 for the Group Two Properties.

The material terms of the Purchase Agreement contain customary representations, warranties and covenants of the Operating Partnership and the Sellers. Through September 29, 2014 (the “Due Diligence Period”), the Operating Partnership is entitled to inspect the Properties with respect to environmental, physical condition, title and survey matters. Subject to certain conditions and limitations, the Operating Partnership may disapprove the Properties and terminate the Purchase Agreement based on such due diligence results, in which event the deposit will be returned to the Operating Partnership. The Purchase Agreements also contain certain customary termination rights for the Operating Partnership and the Sellers.

The Operating Partnership expects to fund the Acquisition through a combination of (i) cash on hand, and (ii) advances under the Operating Partnership’s undrawn portion of its $300.0 million unsecured credit facility.

The foregoing summary of the Purchase Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ending September 30, 2014 or a Current Report on Form 8-K filed prior to the filing of such Form 10-Q.

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