SmartStops board of directors, a special committee of SmartStops board of directors and the board
of directors of SSGT II (the SSGT II Board) each unanimously approved the Merger Agreement. The SmartStop special committee is comprised entirely of independent directors of SmartStop. The SSGT II Board is comprised of H. Michael
Schwartz and James Barry. Mr. Schwartz also serves as Chief Executive Officer of SmartStop and Chairman of the SmartStop board, and Mr. Barry also serves as Chief Financial Officer of SmartStop.
Under the Merger Agreement, there will now be a 30 day go shop period, during which SSGT II will actively market the portfolio to other potential
interested parties and solicit alternative proposals. Under the Merger Agreement, there will be a 30 day go shop period, during which SSGT II will actively market the portfolio to other potential interested parties and solicit
alternative acquisition proposals. The go shop period will end as of 11:59 pm (Pacific Time) on March 26, 2022. The Merger Agreement provides for SSGT II to pay a termination payment of $2.6 million to SmartStop if SSGT II timely
terminates the Merger Agreement in connection with a superior proposal that arises during the go shop period, and a termination payment of $5.2 million if SSGT II terminates the merger agreement in connection with a superior proposal that
arises after the go shop period. There can be no assurance that the go shop period will result in a superior proposal, and SSGT II does not intend to disclose developments with respect to the solicitation process unless and until the SSGT II board
of directors has made a decision with respect to any potential superior proposal.
The Merger is subject to certain closing conditions, including approval
by our stockholders. The exact timing of the SSGT II stockholders meeting is not yet known, but we expect the SSGT II stockholders meeting to occur in the second quarter of 2022, and, if approved by the stockholders, we expect the Merger to close
shortly thereafter. After the closing of the Merger, the expected ownership of the combined company is estimated as follows: approximately 79% existing SmartStop stockholders, approximately 11% current SSGT II stockholders, and approximately 10%
management, using September 30, 2021 share and operating partnership unit counts.
Within the next 60 days, we expect to send you a proxy
statement/prospectus, although timing could be impacted by uncertainties relating to the go shop period or review of the proxy statement/prospectus by the Securities and Exchange Commission (SEC). The proxy statement/prospectus will
contain relevant and important information about the Merger and will be used to solicit your vote on the transaction. You should review the proxy statement/prospectus carefully when it becomes available. Your response and approval is greatly
appreciated, as it is critical to a timely closing of this transaction. For more information on the Merger, please see the attached press release, as well as the Current Report on Form 8-K filed by
SmartStop with the SEC on February 24, 2022.
Suspension of the Distribution Reinvestment Plan
During the pendency of the Merger, the SSGT II Board has approved the temporary suspension of the distribution reinvestment plan (DRP) commencing March 6,
2022. This letter serves as the 10-day notice for such suspension pursuant to the DRP. Accordingly, DRP participants will receive future distributions, beginning with the payment of Februarys
distribution on or about March 15, in cash, as follows:
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Investor accounts that are custodial-held will receive their future distributions directly into their custodial
account in cash. |
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Investor accounts that are not held with a custodian will receive their future distributions in the form of a
physical check sent in the mail to the investors address of record. |
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Investors that are currently receiving their distributions in cash form will not be affected.
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