SmartStop’s SSGT III Sets Oct. 26 Vote on Merger With SST VI

Strategic Storage Growth Trust III, Inc., a nontraded real estate investment trust sponsored by SmartStop Self Storage REIT, will ask stockholders to approve its merger with fellow SmartStop-sponsored nontraded REIT Strategic Storage Trust VI, Inc. at a special meeting set for Oct. 26, according to the company.

The company also disclosed the fairness opinion supporting the exchange ratio, the approval threshold for disinterested holders, and each special committee’s account of how the deal was negotiated and priced.

AltsWire first reported the all-stock deal when the merger agreement was signed in July. Each share of SSGT III common stock will convert into one share of SST VI Class A common stock, with no adjustment for changes in either company’s estimated value before closing. SST VI expects to issue approximately 17.4 million shares to complete the transaction. On a pro forma basis, existing SST VI stockholders would hold about 59% of the combined company, current SSGT III stockholders about 38%, and SST VI operating partnership unitholders the remaining 3%.

Approval requires a majority of SSGT III’s outstanding shares held by stockholders other than SST VI and its affiliates. As of the Sept. 4 record date, SSGT III had approximately 17.4 million shares outstanding held by about 1,750 stockholders of record. SST VI stockholders are not voting on the merger.

If completed, the combined company would own 37 self-storage facilities across 10 states and three Canadian provinces — Alberta, British Columbia, and Ontario — totaling approximately 29,415 units and 3.2 million rentable square feet, plus interests in eight unconsolidated real estate ventures in British Columbia, Ontario, and Quebec, comprising six operating self-storage properties and two parcels in development.

Because H. Michael Schwartz serves as chief executive officer, president, and chairman of both companies, each board formed a special committee of independent directors to independently negotiate and evaluate the merger. SSGT III’s committee retained Bass, Berry & Sims and Shapiro Sher Guinot & Sandler as legal counsel and KeyBanc Capital Markets as financial adviser; KeyBanc delivered a fairness opinion that the merger consideration is fair, from a financial perspective, to SSGT III’s unaffiliated stockholders. SST VI’s committee retained Venable as Maryland counsel and Robert A. Stanger & Co. as financial adviser.

KeyBanc did not solicit competing buyers for SSGT III before the merger agreement was signed, according to SSGT III’s account of the negotiations. The SSGT III committee said it structured a comparatively low termination fee instead, reasoning that a lower fee would leave room for a superior proposal to emerge even without a pre-signing market check.

SSGT III stockholders are not entitled to appraisal or dissenters’ rights in connection with the merger. Assuming stockholder approval and satisfaction of the remaining closing conditions, SST VI and SSGT III expect to complete the merger in the fourth quarter of 2026.

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