Form: 8-K

Current report filing

July 26, 2021

Documents

0001618563false00016185632021-07-202021-07-200001618563us-gaap:CommonClassAMemberexch:XNYS2021-07-202021-07-200001618563us-gaap:CommonClassAMember2021-07-202021-07-200001618563us-gaap:SeriesAPreferredStockMemberexch:XNYS2021-07-202021-07-20


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
—————————
FORM 8-K
—————————
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 2021
National Storage Affiliates Trust
(Exact name of registrant as specified in its charter)
Maryland 001-37351 46-5053858
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
8400 East Prentice Avenue, 9th Floor
Greenwood Village, Colorado 80111
(Address of principal executive offices)
(720) 630-2600
(Registrant's telephone number, including area code)
—————————
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 par value per share NSA New York Stock Exchange
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share NSA Pr A New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
—————————


Item 1.01    Entry into a Material Definitive Agreement.

On July 20, 2021, National Storage Affiliates Trust, a Maryland real estate investment trust (the "Company"), and NSA OP, LP, a Delaware limited partnership (the "Operating Partnership"), entered into an underwriting agreement with Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., and BofA Securities, Inc. as representatives of the several underwriters named in Schedule A therein (the "Underwriters"), under which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth in the underwriting agreement, an aggregate of 10,120,000 of the Company's common shares of beneficial interest, par value $0.01 per share (the "Shares") (including 1,320,000 Shares pursuant to an option to purchase additional Shares), at a public offering price of $51.25 per share. The Company received aggregate net proceeds from the offering of approximately $497.4 million after deducting the underwriting discount and estimated offering expenses. The Shares are being offered and sold under a prospectus supplement and accompanying prospectus filed with the U.S. Securities and Exchange Commission pursuant to a shelf registration statement on Form S-3 (File No. 333-253663). The offering closed on July 23, 2021.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.         Financial Statements and Exhibits.  
(d) Exhibits.
Exhibit Number Description
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
-1-

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NATIONAL STORAGE AFFILIATES TRUST
By: /s/ TAMARA D. FISCHER
Tamara D. Fischer
President and Chief Executive Officer

Date: July 26, 2021



-2-