SmartStop (NYSE: SMA) secures $500M facility with $1.1B accordion
Rhea-AI Filing Summary
SmartStop Self Storage REIT, Inc. entered into a second amended and restated senior unsecured revolving credit facility totaling $500 million, replacing its 2024 credit facility while keeping an outstanding balance of about $68.3 million unchanged at closing.
The new multi-currency facility, which can be increased by up to $1.1 billion for total potential capacity of $1.6 billion, matures on February 18, 2030 and includes a one-year extension option. Interest is tied to SOFR, CORRA or a base rate, with margins that vary based on leverage or credit rating and are initially 105 basis points over Daily Simple SOFR.
The facility is unsecured but fully recourse to the company, its operating partnership and certain subsidiaries, and is governed by leverage, coverage, net worth and secured debt covenants. According to the company, pricing on the initial advances is approximately 30 basis points lower than under the prior revolving credit facility, and the facility is intended to support SmartStop’s growth strategy in the United States and Canada.
Positive
- None.
Negative
- None.
Insights
SmartStop extends and enlarges unsecured liquidity at lower spreads.
SmartStop has recast its senior unsecured revolving credit facility at an initial
The facility is multi-currency, unsecured and fully recourse, and sits pari passu with existing private placement and Canadian notes. Financial covenants cover leverage, coverage ratios, tangible net worth and limits on secured and recourse debt, which can help keep balance sheet risk within defined ranges.
Management notes that initial pricing on Daily Simple SOFR borrowings is about
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): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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 February 18, 2026, SmartStop Self Storage REIT, Inc. (the “Company”), through its operating partnership (the “Borrower”), entered into a second amended and restated credit agreement with KeyBank, National Association, as administrative agent, certain others listed as joint book runners, joint lead arrangers, syndication agents and documentation agents, and certain other lenders party thereto (the “2026 Credit Agreement”). The Credit Agreement replaces the amended and restated credit agreement the Company entered into on February 22, 2024 (the “2024 Credit Facility”).
The 2026 Credit Agreement provides for a senior unsecured revolving credit facility (the “Credit Facility”) in an aggregate principal amount of $500 million. The Borrower has the right to increase the amount available under the Credit Facility by an additional $1.1 billion, for a total potential maximum aggregate amount of $1.6 billion, subject to certain conditions. The Credit Facility also includes sublimits of (a) up to $25 million for letters of credit and (b) up to $50 million for swingline loans; each of these sublimits are part of, and not in addition to, the amounts available under the Credit Facility. Borrowings under the Credit Facility may be in either U.S. dollars or Canadian dollars. The Borrower’s outstanding balance under the 2024 Credit Facility of approximately $68.3 million remained unchanged at the closing of the Credit Facility..
The maturity date of the Credit Facility is February 18, 2030, subject to a one-year extension option, subject to the payment of an extension fee of 0.125% on the aggregate amount of the then-outstanding revolving commitments for such extension, and it may be prepaid or terminated at any time without penalty; provided, however, that the Lenders (as defined in the Credit Agreement) shall be indemnified for certain breakage costs.
Amounts borrowed under the Credit Facility bear interest based on the type of borrowing (either Base Rate Loans, SOFR Loans, or CORRA Loans, each as defined in the Credit Agreement) and vary based upon the Company’s consolidated leverage ratio or credit rating. Base Rate Loans bear interest at the lesser of (x) the Base Rate (as defined in the Credit Agreement) plus the applicable rate, or (y) the maximum rate. SOFR Loans that are Daily Simple SOFR Loans bear interest at the lesser of (a) Daily Simple SOFR (as defined in the Credit Agreement) plus the applicable rate, or (b) the maximum rate. SOFR Loans that are Term SOFR Loans bear interest at the lesser of (a) Term SOFR (as defined in the Credit Agreement) for the interest period in effect plus the applicable rate, or (b) the maximum rate. CORRA Loans bear interest at the lesser of (a) Daily Simple CORRA (as defined in the Credit Agreement) plus the applicable rate, or (b) the maximum rate. Until the Company achieves an investment grade credit rating, the corresponding applicable rate varies between 100 basis points to 145 basis points for SOFR Loans and CORRA Loans and between 0 basis points and 45 basis points for Base Rate Loans, in each case depending on the consolidated leverage ratio of the Company. After the Company achieves an investment grade credit rating, the corresponding applicable rate varies between 70 basis points to 140 basis points for SOFR Loans and CORRA Loans and between 0 basis points and 40 basis points for Base Rate Loans, in each case depending on the credit rating of the Company. Initial advances under the Credit Facility are Daily Simple SOFR Loans that bear interest at 105 basis points over Daily Simple SOFR. The Credit Facility is also subject to a facility fee based on the amount of outstanding revolving commitments, which varies from 15 bps to 30 bps, depending on the consolidated leverage ratio of the Company. After the Company achieves an investment grade credit rating, the facility fee varies from 10 bps to 30 bps depending on the credit rating of the Company.
The Credit Facility is fully recourse, jointly and severally, to the Company, the Borrower, and certain of its subsidiaries (the “Subsidiary Guarantors”). In connection with the Credit Facility, each of the Company, the Borrower and the Subsidiary Guarantors executed guarantees in favor of the Lenders. It is an event of default under the Credit Facility if (a) there is a payment default by the Company, the Borrower or any Subsidiary Guarantor under any recourse debt for borrowed money of at least $50 million, or (b) there is a payment default by the Company or any of its subsidiaries under any non-recourse debt of at least $100 million.
The Credit Facility is unsecured. The outstanding 2032 Private Placement Notes, the outstanding 2028 Canadian Notes and the outstanding 2030 Canadian Notes previously issued by the Company, remain pari passu with the Credit Facility.
The Credit Facility contains certain customary representations and warranties, affirmative, negative and financial covenants, borrowing conditions, and events of default. In particular, the financial covenants imposed on the Company include: a maximum leverage ratio, a minimum fixed charge coverage ratio, a minimum tangible net worth, certain limits on both secured debt and secured recourse debt, a ratio of secured recourse debt to total asset value, an unencumbered pool leverage ratio, and an unsecured interest coverage ratio. If an event of default occurs and continues, the Borrower is subject to certain actions by the administrative agent, including, without limitation, the acceleration of repayment of all amounts outstanding under the Credit Facility.
The information set forth above in this Item 1.01 does not purport to be complete and is qualified in its entirety by the full text of the documents attached to this Current Report on Form 8-K as Exhibit 10.1, which are incorporated into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.
Item 7.01 Regulation FD Disclosure.
On February 18, 2026, the Company issued a press release announcing the closing of the Credit Facility. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1, and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Second Amended and Restated Credit Agreement, dated February 18, 2026
99.1 SmartStop Self Storage REIT, Inc. Press Release, dated February 18, 2026
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.
|
|
|
SMARTSTOP SELF STORAGE REIT, INC. |
|
|
|
|
Date: |
February 18, 2026 |
By: |
/s/ James R. Barry |
|
|
|
James R. Barry |
Exhibit 99.1
SmartStop Announces the Recast of its Multi-Currency Credit Facility
LADERA RANCH, Calif. — (Feb. 18, 2026) SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE: SMA), an internally managed real estate investment trust and a premier owner and operator of self-storage facilities in the United States and Canada, today announced that it has completed an amended and restated senior unsecured credit facility in the initial amount of $500 million with a syndicate of banks led by KeyBank National Association, Bank of Montreal, JPMorgan Chase Bank, N.A., M&T Bank, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, N.A. The financing will provide SmartStop with additional flexibility to support its continued growth across the United States and Canada.
“We are extremely pleased to close this new credit facility, capping off a 12-month process to transform our investment-grade balance sheet,” said H. Michael Schwartz, Chairman and CEO of SmartStop. “This financing further strengthens our balance sheet, lowers our cost of debt, ladders out our debt maturities, and provides the flexibility we need to drive our growth strategy across the U.S. and Canada. The strong support from our banking partners reflects their confidence in our platform, the quality of our portfolio, and our team's exceptional dedication.”
The agreement also includes an accordion feature that allows SmartStop to request up to an additional $1.1 billion in borrowing capacity. Initial advances under the Credit Facility bear interest on a pricing grid that is approximately 30 basis points lower than the previous revolving credit facility.
The new facility has a four-year term and includes an option for a 12-month extension, allowing SmartStop to further align its borrowing capacity with its long-term strategic plans. The company will also be able to borrow in either U.S. or Canadian dollars, offering added versatility as it expands its portfolio in both markets.
KeyBanc Capital Markets, Inc., BMO Capital Markets Corp, JPMorgan Chase Bank, N.A., Manufacturers and Traders Trust Company, Scotia Bank, Truist Securities, Inc. and Wells Fargo Securities acted as Joint Book Runners and Joint Lead Arrangers for the Credit Facility. Bank of Montreal, JPMorgan Chase Bank, N.A., Manufacturers and Traders Trust Company, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, N.A. served as Syndication Agents for the credit facility. The Huntington National Bank, Royal Bank of Canada and U.S. Bank National Association served as Documentation Agents for the Credit Facility. KeyBank National Association served as Administrative Agent for the Credit Facility.
About SmartStop Self Storage REIT, Inc. (SmartStop):
SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE: SMA) is a self-managed REIT with a fully integrated operations team of more than 1,000 self-storage professionals focused on growing the
SmartStop® Self Storage brand. SmartStop, through its indirect subsidiary, SmartStop REIT Advisors, LLC, also sponsors other self-storage programs and, through its Managed Platform, offers third-party management services in the U.S. and Canada. As of February 18, 2026, SmartStop has an owned or managed portfolio of over 460 operating properties in 35 states, the District of Columbia, and Canada, comprising over 270,000 units and more than 35 million rentable square feet. SmartStop and its affiliates own or manage 49 operating self-storage properties across four provinces in Canada, which total approximately 42,200 units and 4.3 million rentable square feet. Additional information regarding SmartStop is available at www.smartstopselfstorage.com.
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements can generally be identified by the use of words such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," or similar expressions, or the negative of such terms and in this press release includes the statements regarding our ability to increase the borrowing capacity or extend the term of our credit facility at the end of four years. These statements are subject to our ability at that time to satisfy the conditions to our making such election, or exercising such option, as applicable, that are set forth in the credit agreement, such as the recertification of the representations and warranties made by us in the credit agreement and the payment of all fees associated therewith.
Investor Relations Contact:
David Corak
Senior VP of Corporate Finance and Strategy
SmartStop Self Storage REIT, Inc.
IR@smartstop.com
Media Relations Contact:
Spotlight Marketing Communications
949-427-5172
info@spotlightmc.com
FAQ
What did SmartStop Self Storage REIT (SMA) announce about its new credit facility?
How large is SmartStop’s new credit facility and how much can it increase?
When does SmartStop’s new credit facility mature and can the term be extended?
How does the pricing on SmartStop’s new facility compare with the prior revolver?
What currencies and interest rate benchmarks are available under SmartStop’s facility?
What key financial covenants apply to SmartStop’s new credit facility?
Is SmartStop’s new credit facility secured or unsecured, and who guarantees it?
Filing Exhibits & Attachments
3 documentsPress Releases
Agreements & Contracts
