SmartStop-Affiliated Nontraded Self-Storage REITs to Combine in All-Stock Merger

Strategic Storage Trust VI, Inc. has agreed to acquire Strategic Storage Growth Trust III, Inc. in an all-stock merger, combining two nontraded self-storage real estate investment trusts sponsored by the same SmartStop Self Storage REIT affiliate.

Under the terms of the agreement, SST VI will acquire all of the real estate owned by SSGT III, consisting of 12 wholly owned self-storage facilities located across four states and three Canadian provinces, comprising approximately 9,215 self-storage units and approximately 1 million net rentable square feet. SST VI will also acquire SSGT III’s 50% equity interest in three unconsolidated real estate ventures in British Columbia and Québec, held with subsidiaries of SmartCentres Real Estate Investment Trust, an unaffiliated third party. These consist of one operating self-storage property in Laval, Québec and two parcels of land in Victoria and New Westminster, British Columbia, being developed into self-storage facilities, with estimated completion in 2027. In addition, SST VI will acquire SSGT III’s beneficial interests in three Delaware statutory trust sponsored programs – Blue Door I, II, and III – comprising eight self-storage facilities across five states, representing approximately 5,370 units and approximately 694,800 net rentable square feet.

The combined company will have a portfolio of 37 wholly owned self-storage facilities, representing approximately 29,415 units and 3.2 million net rentable square feet, along with joint venture interests and beneficial interests in DST-sponsored programs.

“This merger is a transformational step for both companies,” said H. Michael Schwartz, president and chief executive officer of SST VI and SSGT III. “By bringing SSGT III’s high-quality, growth-oriented portfolio together with SST VI’s existing assets, we are creating a combined company with a fair market value of over $1 billion. That scale meaningfully strengthens our competitive position, sharpens our operating efficiencies, and gives us a stronger platform from which to pursue future growth. We believe this combination also enhances our strategic flexibility and the potential long-term value of the portfolio as we continue to evaluate the best path forward for our stockholders. Because the SSGT III portfolio is already managed within the SmartStop platform, stockholders and customers can expect total continuity of operations throughout the process.”

Under the merger agreement, each share of SSGT III common stock will convert into one share of SST VI Class A common stock, and SSGT III’s outstanding Series A convertible preferred stock will convert into a newly designated series of SST VI preferred stock with substantially similar terms.

Upon completion of the transaction, existing SST VI stockholders will own approximately 59% of the combined company, SSGT III stockholders approximately 38%, and other SST VI operating partnership unitholders the remaining 3%.

The deal is expected to close in the fourth quarter of 2026, subject to approval by a majority of SSGT III’s outstanding shares and the effectiveness of an S-4 registration statement covering the SST VI shares to be issued as merger consideration. The deal is not contingent on financing and does not require SST VI stockholder approval.

The merger agreement includes a 42-day “window shop” period during which SSGT III may solicit and evaluate competing acquisition proposals. If SSGT III terminates the agreement to accept a superior proposal during that window, it owes SST VI a $2.7 million termination fee; termination under other specified circumstances carries a $5.4 million fee, plus up to $1 million in expense reimbursement.

Separately, SSGT III’s advisory agreement with SS Growth Advisor III, LLC, an indirect subsidiary of SmartStop Self Storage REIT, will terminate immediately before the merger closes. The companies agreed to a $2 million payment to the adviser in lieu of the disposition fee otherwise due under the agreement, payable in units of SSGT III’s operating partnership.

The transaction extends a consolidation pattern SmartStop has followed with its affiliated nontraded and growth-stage storage vehicles over the past several years. SmartStop’s predecessor, Strategic Storage Trust II, acquired Strategic Storage Growth Trust in an all-cash deal in January 2019; SmartStop itself merged with Strategic Storage Trust IV in an all-stock transaction in March 2021 and with Strategic Storage Growth Trust II in June 2022.

SST VI intends to file the S-4 registration statement, which will include SSGT III’s proxy statement, with the U.S. Securities and Exchange Commission. SSGT III plans to hold a special stockholders meeting to vote on the merger once the proxy materials are available.

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