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National Storage Affiliates Trust Announces Price for Expanded Public Offering of Common Stock

GREENWOOD VILLAGE, Colorado – (BUSINESS WIRE) – National Storage Affiliates Trust (the “Company”) (NYSE: NSA) today announced the pricing of its previously announced public tender offer of 8,000,000 common shares of economic interest in the Company at a public offering price of $ 51.25 per share. The offering was increased from 8,000,000 common shares to 8,800,000 common shares for total gross proceeds of $ 451.0 million. The company has also granted the underwriters a 30-day option to purchase up to 1,320,000 additional common shares at the public offering price, minus the issue discounts.

The company expects to close the offering on or about July 23, 2021, provided customary closing conditions are met. The company intends to use the net proceeds from the offering to repay outstanding amounts under its revolving credit facility, which the company is expected to recycle from time to time for future self-storage property acquisitions and for general corporate purposes to invest.

Morgan Stanley, Citigroup and BofA Securities are acting as joint book-running managers for the offering. Jefferies and Wells Fargo Securities are serving as bookrunners. Capital One and KeyBanc Capital Markets are acting as joint lead managers and Baird, Stifel and BTIG are acting as co-managers for the offering.

A registration statement relating to these common shares has been made effective by the Securities and Exchange Commission (“SEC”). The offer will only be made by means of a preliminary prospectus supplement and accompanying prospectus. Copies of the final prospectus supplement and the accompanying prospectus relating to the Offering (if available) can be obtained from the SEC website at www.sec.gov or by contacting:

  • Morgan Stanley & Co. LLC, e.g. Ed .: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or

  • Citigroup Global Markets Inc., c / o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at [email protected]; or

  • BofA Securities, 200 North College Street, 3rd Floor, NC1-004-03-43, Charlotte, NC 28255-0001, Attention: Prospectus department or by email at [email protected]

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will any sale of these securities be made in any state or jurisdiction in which such offer, solicitation or sale is prior to registration or Qualify under the securities laws of such state or jurisdiction.

Via National Storage Affiliates Trust

National Storage Affiliates Trust is a real estate investment trust headquartered in Greenwood Village, Colorado, focused on owning, operating, and purchasing self-storage real estate in the top 100 statistical metropolitan areas of the United States. As of July 19, 2021, we held ownership interests and operate a geographically diversified portfolio of 867 self-storage properties in 36 states and Puerto Rico with approximately 55.4 million lettable square meters in approximately 440,000 storage units. Of these, we own 690 consolidated properties and 177 properties are owned by our existing unconsolidated real estate companies, in which we hold a 25% stake.

NOTE ON FORWARD LOOKING STATEMENTS

Certain statements in this press release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to cover statements in the safe haven it provides become. Forward-looking statements are subject to significant risks and uncertainties, many of which are difficult to predict and generally are beyond the control of the company. These forward-looking statements contain information about possible or anticipated future results of the business, financial condition, liquidity, results of operations, plans and goals of the company. Changes in any circumstances could cause actual results of the company to differ materially from those expressed in any forward-looking statements. In this press release, the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions are used to identify forward-looking statements. Statements relating to the following topics, among other things, may be forward-looking: the use of the net proceeds of the offering described in the preliminary prospectus supplement, market trends in the Company’s industry, interest rates, the bond and credit markets, or the general economy; the company’s business and investment strategy; the acquisition of real estate, including the contractual objects to be acquired; the timing of the acquisitions; the internalization of outgoing participating regional operators (” PRO ”) into the company; the company’s relationships with and the company’s ability and timing to attract additional PROs; the company’s ability to effectively align the interests of its PROs with the company and its shareholders; the integration of the company’s PROs and their managed portfolios into the company, including with the company’s financial and operational reporting infrastructure and internal control framework; the company’s operating performance and projected results, including the company’s ability to meet market rents and occupancy levels, reduce operating expenses, and increase sales of by-products and services; the company’s ability to access additional over-the-counter acquisitions; US federal, state, and local government actions and initiatives and changes to federal, state, and local government policies, and the implementation and impact of those actions, initiatives, and policies; the state of the US economy in general or in specific geographic regions, states, territories, or municipalities; economic trends and economic recovery; the company’s ability to obtain and maintain financing arrangements on favorable terms; general volatility of the securities markets in which the Company participates; the negative impact of the continued spread of COVID-19 on the economy, the self-storage industry, broader financial markets, the company’s financial condition, operating results and cash flows, and the company’s tenants’ ability to pay rents; Changes in the value of the company’s assets; planned capital expenditures; the impact of technology on the company’s products, operations and business; the implementation of the company’s technology and best practice programs (including the company’s ability to effectively implement the company’s integrated internet marketing strategy); Changes in interest rates and the extent to which the Company’s hedging strategies may or may not protect the Company from interest rate volatility; The effects and changes in government regulations, tax laws and rates, accounting policies, and similar matters; the company’s ability to continue to qualify as a REIT for US federal income tax purposes and to maintain its qualifications; Availability of qualified personnel; the date of conversion of class B limited partners’ shares in the company’s operating company and of subsidiaries of the company’s operating company into joint class A shares of limited partners in the company’s operating company, the exchange ratio applicable at that time and the effect of such convertibility on the diluted Earnings (loss) of the company per share; the risks of investing through joint ventures, including whether the expected benefits from a joint venture will be realized or last longer than expected; Estimates regarding the company’s ability to make future dividends to shareholders in the company; and the company’s understanding of the company’s competition. For a further listing and description of these risks and uncertainties, see the Company’s Provisional Supplement to the Prospectus filed July 20, 2021, the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2021, and the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 5, 2021, and the other documents incorporated by reference into the company’s registration statement. The forward-looking statements and other risks, uncertainties and factors are based on the company’s beliefs, assumptions and expectations regarding its future performance, taking into account all information currently available to the company. Forward-looking statements are not predictions of future events. The company disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information, future events or for any other reason, except as required by law.

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