SUBSEQUENT EVENTS |
9 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS |
SUBSEQUENT EVENTS
Self Storage Property Acquisitions
From October 1, 2016 through November 1, 2016, the Company acquired two self storage properties for approximately $16.9 million. Consideration for these acquisitions included approximately $10.6 million of cash, OP equity of approximately $6.0 million (consisting of the issuance of 308,345 OP Units) and the assumption of $0.3 million of other working capital liabilities. Of these acquisitions, one was acquired by the Company from a PRO and one was acquired by the Company from a third-party seller. In connection with these acquisitions, the Company incurred less than $0.1 million of expenses, payable to certain PROs, for due diligence costs related to the self storage properties sourced by the PROs.
Managed Real Estate Joint Venture
On September 9, 2016, the Company, through a newly formed subsidiary (the "NSA Member"), entered into an agreement (the "Agreement") to form a joint venture (the "Joint Venture") with a state pension fund (the "JV Investor," together with the NSA Member, the "Members") advised by Heitman Capital Management LLC to acquire and operate the "iStorage" facilities portfolio (the "JV Portfolio") for an aggregate purchase price of approximately $630 million (the "Acquisition"). The JV Portfolio consists of 66 self-storage facilities containing approximately 4.5 million rentable square feet, configured in over 36,000 storage units and located across 12 states. Separately, the Company, through certain newly formed subsidiaries, also agreed to acquire the property management platform related to the JV Portfolio, including a property management company, a captive insurance company, and related intellectual property for $20 million. On October 4, 2016, the Joint Venture completed its acquisition of the JV Portfolio and the Company completed its acquisition of the iStorage property management platform.
The Joint Venture financed the Acquisition with approximately $320 million in equity (approximately $80 million from the 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 purchase price funded using proceeds from new debt financing. A subsidiary of the Company is acting as the non-member manager of the Joint Venture (the "NSA Manager"). The NSA Manager directs, manages and controls the day-to-day operations and affairs of the Joint Venture but may not cause the Joint Venture to make certain major decisions involving the business of the Joint Venture without the consent of the Members, including the approval of annual budgets, sales and acquisitions of properties, financings, and certain actions relating to bankruptcy.
The Joint Venture will pay certain customary fees to the Company for managing and operating the properties, including a monthly property management fee equal to 6% of gross revenues and net sales revenues from Joint Venture assets, an annual call center fee equal to 1% of monthly gross revenues and net sales revenues from Joint Venture assets, a monthly platform fee equal to $1,250 per Joint Venture property, an acquisition fee equal to 0.65% of the gross capitalization (including debt and equity) of the original JV Portfolio, of which one quarter is earned each year over the first four years of the Joint Venture, with an additional fee determined on a sliding scale for future acquisitions, and a development management fee for any development projects acquired by the Joint Venture equal to 3% of construction costs (excluding "soft costs"). An affiliate of the NSA Manager will provide tenant warranty protection to tenants at the Joint Venture properties in exchange for 50% of all proceeds from the tenant warranty protection program at each Joint Venture property.
The Company will account for its investment in the Joint Venture using the equity method of accounting. As of September 30, 2016, the Company's investments in and advances to the Joint Venture totaled $5.1 million, and are included within other assets, net in the Company's consolidated balance sheets. Additional disclosures regarding the acquisition of the property management platform, including those related to the preliminary allocation of the purchase price, are not currently available as the Company is in the process of assigning value to the identifiable assets acquired and liabilities assumed.
At the Market ("ATM") Program
On October 11, 2016, the Company entered into open market sales agreements with four agents, pursuant to which the Company may sell from time to time up to $200 million of the Company's common shares in sales deemed to be "at the market offerings." The Company may offer the common shares through the agents, as sales agents, or to the agents, acting as principals by means of, among others, ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices.
During October 2016, the Company sold 1,500,000 of its common shares through the ATM program. The common shares were sold at an average offering price of $19.50 per share, resulting in net proceeds to the Company of approximately $28.9 million after deducting the underwriting discount. The Company used the net proceeds for general corporate purposes, including the repayment of outstanding indebtedness and to fund acquisitions and investments.
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