Annual report pursuant to Section 13 and 15(d)

SUBSEQUENT EVENTS

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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2017
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
Self Storage Property Acquisitions
In January and February 2018, the Company acquired 18 self storage properties from third-party sellers for approximately $101.8 million. Consideration for these acquisitions included approximately $78.9 million of net cash, the assumption of $0.5 million of other working capital liabilities and OP equity of approximately $22.4 million (consisting of the issuance of 464,056 OP Units, 316,103 Series A-1 Preferred Units and 56,228 subordinated performance units). Such amounts incorporate the effect of $2.1 million of subordinated equity issued in exchange for cash co-invested by Personal Mini and Move It. The Series A-1 Preferred Units rank senior to OP units and subordinated performance units in the Company's operating partnership with respect to distributions and liquidation. The Series A-1 Preferred Units have a stated value of $25.00 per unit and receive distributions at an annual rate of 6.000%. These distributions are cumulative. The Series A-1 Preferred Units are redeemable at the option of the holder after the first anniversary of the date of issuance, which redemption obligations may be satisfied at the Company’s option in cash in an amount equal to the market value of an equivalent number of Series A Preferred Shares or the issuance of Series A Preferred Shares on a one-for-one basis, subject to adjustments.
In connection with these acquisitions, the Company reimbursed the PROs for $0.2 million of due diligence costs related to the self storage properties sourced by the PROs.
In January 2018, the Joint Venture acquired one self storage property with an estimated fair value of $9.3 million. The venture financed the acquisition with capital contributions from the venture members, of which the Company contributed $2.4 million.
Credit Facility Increase
 On January 29, 2018, pursuant to a full exercise by the Company's operating partnership of its remaining expansion option and a partial exercise of its Additional Expansion Option (defined below) under its credit agreement dated as of May 6, 2016, the Company's operating partnership, as borrower, certain of its subsidiaries that are party to the credit facility, as subsidiary guarantors, and the Company, as parent guarantor, entered into a third increase agreement and amendment (the "Increase Agreement") with a syndicated group of lenders to increase the total borrowing capacity under the Company's credit facility by adding an additional tranche D term loan facility ("Term Loan D") in an aggregate outstanding principal amount of $125.0 million, for a total credit facility of over $1.0 billion consisting of the following components: (i) a $400.0 million Revolver, (ii) Term Loan A, which provides for a total borrowing commitment of up $235.0 million, (iii) Term Loan B, which provides for a total borrowing commitment of up to $155.0 million, (iv) Term Loan C, which provides for a total borrowing commitment of up to $105.0 million and (iv) Term Loan D, which provides for a total borrowing commitment of up to $125.0 million. The Company renewed its expansion option under the credit facility to permit an additional $300.0 million of revolving commitments and/or term loans (the "Additional Expansion Option"), which was partially exercised in the amount of $20.0 million in connection with Term Loan D. If exercised in full, the Additional Expansion Option would provide for a total borrowing capacity under the credit facility of $1.3 billion.
The Term Loan D matures on January 29, 2023. It is not subject to any scheduled reduction or amortization payment prior to maturity. Interest rates applicable to loans under Term Loan D are determined based on a 1, 2, 3 or 6 month LIBOR period (as elected by the Company at the beginning of any applicable interest period) plus an applicable margin, or a base rate, determined by the greatest of the Key Bank prime rate, the federal funds rate plus 0.50% or one month LIBOR plus 1.00%, plus an applicable margin. The applicable margins for Term Loan D are leverage based and range from 1.30% to 1.85% for LIBOR loans and 0.30% to 0.85% for base rate loans; provided that after such time as the Company achieves an investment grade rating from at least two rating agencies, the Company may elect (but is not required to elect) that Term Loan D is subject to the rating based on applicable margins ranging from 0.90% to 1.75% for LIBOR Loans and 0.00% to 0.75% for base rate loans. Term Loan D may be prepaid at any time without penalty.
Other than the increases and amendments related to Term Loan D and Additional Expansion Option described above, the Increase Agreement did not impact or amend the credit facility's previously disclosed terms, including its covenants, events of default, or terms of payment.
Subordinated Performance Unit To OP Unit Conversions
Subordinated performance units are convertible into OP units after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate (a "voluntary conversion") or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations.
Following such lock-out period, a holder of subordinated performance units in the Company's operating partnership may elect a voluntary conversion one time each year prior to December 1st to convert a pre-determined portion of such subordinated performance units into OP units in the Company's operating partnership, with such conversion effective January 1st of the following year with each subordinated performance unit being converted into the number of OP units determined by dividing the average cash available for distribution, or CAD, per unit on the series of specific subordinated performance units over the one-year period prior to conversion by 110% of the CAD per unit on the OP units determined over the same period. CAD per unit on the series of specific subordinated performance units and OP units is determined by the Company based generally upon the application of the provisions of the operating partnership agreement applicable to the distributions of operating cash flow and capital transactions proceeds.
During the year ended December 31, 2017, the Company received voluntary conversion notices for 997,074 subordinated performance units. Effective January 1, 2018, the Company issued 2,024,170 OP units in satisfaction of such voluntary conversions.