StorageVault Canada, Inc. is pleased to announce the approval by its board of directors of an executed purchase agreement whereby StorageVault will purchase from arm’s length vendors all of the issued and outstanding trust units and limited partnership units of Real Storage Private Trust, Woodfield Limited Partnership, SNS Storage (Ontario) Limited Partnership, as well as all of the equity interests of the general partners (collectively, "Real Storage”) involved in the operation of Real Storage. The acquisition will result in StorageVault acquiring all of the self storage assets and business owned and operated by Real Storage, including its wholly owned direct and indirect partnerships and subsidiaries. The gross purchase price for the acquisition is $275 million, subject to customary adjustments. Real Storage is one of Canada’s largest self storage portfolios and complements StorageVault’s current operating platform. Real Storage operates 25 stores in Ontario, 11 in Alberta, 1 in British Columbia and 1 in Manitoba. If all of the conditions under the purchase agreement are met or waived, it is anticipated that the closing of the acquisition will occur in Q2 2019.
Purchase Price and Payment
The gross purchase price for the acquisition is $275 million subject to customary adjustments and is payable with funds on hand, debt assumption and mortgage financing. The vendors will have the opportunity to take back up to $50 million of the purchase price in common shares of StorageVault. The amount and price per StorageVault share must be mutually agreed to by the vendors and StorageVault.
Conditions Precedent to the Proposed Acquisition
The obligations of both StorageVault and the vendors to complete the closing of the acquisition are subject to the satisfaction of customary closing conditions including, but not limited to TSX Venture Exchange acceptance and Competition Act approval, as well as the approval of the shareholders of Wilmington Capital Management Inc., a public company Vendor trading on the TSX. The Wilmington shareholder approval requires at least two-thirds (66⅔%) of the votes cast by the Wilmington shareholders, present in person or represented by proxy, at a special meeting to be called to consider the acquisition. StorageVault understands that it is anticipated that the Meeting will be held on March 28, 2019. Certain Wilmington shareholders, including directors and senior officers of Wilmington, who collectively own approximately 32% of the outstanding Wilmington shares, have entered into voting support agreements with StorageVault pursuant to which they have agreed to vote their Wilmington shares in favour of the acquisition at the meeting.
StorageVault owns and operates 160 storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia. StorageVault owns 106 of these locations plus over 4,600 portable storage units representing over 6 million rentable square feet.