SmartStop Expects to Collect Forward Sale Proceeds by September 30, 2028
Key Facts
SmartStop plans to raise proceeds through forward sale agreements for its shares, but the funds will not reach the company when the transaction closes, according to its preliminary prospectus filed with the U.S. Securities and Exchange Commission. The company says it expects to collect the proceeds, after certain adjustments, upon physical settlement of the agreements. The prospectus set September 30, 2028 as the expected outside date for that settlement. This arrangement means the timing of the funds entering the company depends on completing settlement, not on the initial sale of the borrowed shares. The transaction is part of a plan to fund pending investments and acquisitions, alongside repayment of financial obligations.
The prospectus allows underwriters to purchase up to 1,050,000 additional shares within 30 days. Under the stated terms, SmartStop may directly issue any shares from this amount that forward sellers do not deliver. The company plans to use any proceeds it receives upon settlement of the agreements, together with funds generated by settlements under its at-the-market program agreements. Uses include funding pending investments, repaying the revolving credit facility and Canadian loan, as well as general corporate purposes. The plan therefore combines expansion financing with the repayment of some debt, while the timing of forward sale proceeds remains tied to settlement.
As of November 6, 2026, the company was party to four pending purchase agreements with unaffiliated parties. The agreements include two development sites in Canada at a total price of 12.7 million Canadian dollars. They also include two self-storage properties in Las Vegas and Asheville at a total price of approximately 37 million dollars. In October 2026, the company signed a non-binding letter of intent to acquire 7 assets in Las Vegas and Henderson, Nevada, for approximately 120 million dollars. The assets cited in the letter have approximately 603,000 square feet of rentable space and about 5,084 units; the agreement remains a non-binding letter of intent, according to the company’s disclosure.
The company said net debt to adjusted earnings before interest, taxes, depreciation and amortization was 6.2 times on September 30, 2026. It estimated the ratio would be below 5 times after accounting for the offering, settlements, investments and debt repayment, based on its assumptions. On the same date, physical occupancy across its wholly owned portfolio was 92.1%. That portfolio comprised 180 operating properties, about 123,000 units and 14.0 million square feet of rentable space. These figures provide context on the scale of the operations and debt targeted by the announced financing plan.
More broadly, SmartStop said its owned or managed portfolio in the United States and Canada comprised about 475 operating properties on September 30, 2026. The portfolio included more than 285,000 units and about 36.7 million square feet of rentable space, according to the company’s statement. These figures show that the managed portfolio is broader than the wholly owned portfolio for which the company reported occupancy data. According to the prospectus, the company plans to direct the funds to pending investments and debt repayment when collected. The company expects physical settlement of the forward sale agreements no later than September 30, 2028.