December 28, 2014 3:08 PM ET

Real Estate Management and Development

Company Overview of CubeSmart, L.P.

Company Overview

CubeSmart, L.P., a real estate company, is engaged in the acquisition, development, ownership, operation, and management of self-storage facilities in the United States. As of September 30, 2013, it owned 382 self-storage facilities covering approximately 25.8 million rentable square feet in 21 states, as well as in the District of Columbia; and managed 136 facilities for third parties in 25 states. CubeSmart operates as a general partner of the company. CubeSmart, L.P. is based in Wayne, Pennsylvania. CubeSmart, L.P. operates as a subsidiary of CubeSmart.

460 East Swedesford Road

Suite 3000

Wayne, PA 19087

United States

1,442 Employees

Phone:

610-293-5700

Key Executives for CubeSmart, L.P.

Chief Executive Officer of Cubesmart and Trustee of Cubesmart
Age: 49
Chief Financial Officer of Cubesmart and Principal Accounting Officer of Cubesmart
Age: 43
Chief Legal Officer
Age: 44
Vice President of Finance
Senior Vice President of Marketing
Age: 40
Compensation as of Fiscal Year 2014.

CubeSmart, L.P. Key Developments

CubeSmart, L.P. to Acquire Self-Storage Facilities

On October 28, 2013, CubeSmart, L.P. entered into a purchase and sale agreement (HAC purchase agreement) with certain entities affiliated with GRDM Lion Management, LLC Management Inc. and Lion Value Fund, L.P. (HAC sellers), to acquire (HAC property acquisition) 29 self-storage facilities located in Houston and Austin, Texas and one self-storage facility located in Charlotte, North Carolina, along with related real and personal property (HAC facilities). In addition, on October 28, 2013, the operating partnership entered into a purchase and sale agreement (GJR purchase agreement, and collectively with HAC purchase agreement, the purchase agreements) with certain entities affiliated with GJR Investment Management Inc. party thereto (GJR sellers, and collectively with the HAC sellers, the sellers, and each individually, a seller), to acquire six self-storage facilities located in Houston, Texas (GJR property acquisition, and collectively with the HAC property acquisition, the property acquisitions) along with related real and personal property (the GJR facilities, and collectively with the HAC facilities, the facilities, and each individually, a facility). The aggregate purchase price for the 36 unencumbered facilities is $326.2 million plus customary closing costs (total acquisition consideration). The purchase price for the HAC property acquisition is $257.9 million, $20 million of which was deposited in escrow at the time of the execution of the HAC purchase agreement. The purchase price for the GJR property acquisition is $68.3 million, $5 million of which was deposited in escrow at the time of the execution of the GJR purchase agreement. The closings of the property acquisitions are scheduled to occur on or about December 12, 2013 (scheduled closing date).

CubeSmart and CubeSmart, L.P. Enter into a Second Amendment to Credit Agreement

CubeSmart entered into a Second Amendment to Credit Agreement with Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders party to the Credit Agreement dated as of December 9, 2011, as amended by the First Amendment to Credit Agreement and release of Guarantors dated April 5, 2012. Capitalized terms used in the following paragraph shall have the meaning given to such capitalized term in the Credit Agreement. Among other things, the Credit Agreement Amendment (i) decreases the Applicable Margin with respect to Revolving and Term Loans, such that, based upon CubeSmart’s current unsecured debt rating, the Revolving Loans are priced at 1.30% over LIBOR and the Term Loans are priced at 1.50%, over LIBOR, in each case, with no LIBOR floor, (ii) decreases the Capitalization Rate to 8.00% from 8.25%, (iii) decreases the Facility Fee, such that, based upon CubeSmart’s current unsecured debt rating, the Facility Fee is 0.30%, (iv) extends the maturity of the Revolving Loans to June 18, 2017 from December 8, 2015 and (v) extends the maturity of the Tranche B Term Loans to January 31, 2019 from March 31, 2017. Also on June 18, 2013, CubeSmart and CubeSmart, L.P. entered into a Second Amendment to Term Loan Agreement with Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders party to the Term Loan Agreement dated as of June 20, 2011, as amended by the First Amendment to Term Loan Agreement and release of Guarantors dated February 8, 2012. Among other things, the Term Loan Amendment (i) decreases the Applicable Margin with respect to Five Year Term Loans, such that, based upon CubeSmart’s current unsecured debt rating, the Five Year Term Loans are priced at 1.50% over LIBOR with no LIBOR floor, (ii) decreases the Capitalization Rate to 8.00% from 8.25%, and (iii) extends the maturity of the Term Loan Agreement to June 30, 2018 from June 19, 2016.

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Date
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