SST VI is a non-traded real estate investment trust sponsored and managed by SmartStop Asset Management. It owns and operates self-storage facilities in the United States and Canada, targeting institutional-quality assets in major metropolitan markets. As the surviving entity in the merger, existing SST VI stockholders are expected to hold approximately 59% of the combined company post-closing.

SSGT III is also a non-traded REIT sponsored and managed by SmartStop. Its portfolio consists of self-storage facilities in the U.S. and Canada, with a focus on growth markets. SSGT III stockholders will receive one SST VI Class A share for each SSGT III share they hold, and are expected to hold approximately 38% of the combined company post-closing.

The combined entity will also hold interests in various joint ventures and Delaware Statutory Trust investments in addition to the 37 directly owned facilities.

Because both SST VI and SSGT III are sponsored and managed by the same SmartStop platform, the transaction is a related party transaction. This raises inherent conflicts of interest: the shared sponsor has economic interests in both entities and in the outcome of the merger, which may not be perfectly aligned with the interests of either set of public stockholders.

To address these conflicts, each board of directors formed a special committee composed entirely of independent directors. Each special committee:

• Retained its own independent legal and financial advisors
• Conducted its own review and negotiation of the transaction terms
• Unanimously recommended approval of the merger to its full board

The unanimous special committee recommendations are a key procedural safeguard in related party REIT mergers. They are designed to demonstrate that the transaction was negotiated at arm's length on behalf of each stockholder group, notwithstanding the shared sponsor.

In non-traded REIT mergers involving a common sponsor, the board's fiduciary duties to stockholders are a central legal issue. The special committee structure — with independent advisors and a separate negotiation process — is the standard mechanism for satisfying those duties and for defending against potential stockholder litigation challenging the fairness of the transaction.

The merger agreement includes a 42-day go-shop period for SSGT III. During this window, the SSGT III special committee may actively solicit and evaluate alternative acquisition proposals from third parties.

Key deal protection mechanics:

• Go-shop period: 42 days from signing — SSGT III may seek superior proposals
• Matching right: SST VI has the right to match any superior proposal received during or after the go-shop period
• Reduced termination fee: if SSGT III terminates to accept a superior proposal identified during the go-shop period, a lower termination fee applies compared to the standard fee for post-go-shop terminations

The go-shop provision is particularly significant in the related party context. It provides an independent market check — allowing the SSGT III special committee to test whether the all-stock exchange ratio reflects fair value relative to what a third-party buyer might offer. The existence of a go-shop period (as opposed to a no-shop) is a meaningful concession that strengthens the procedural record supporting the board's fiduciary compliance.

Both portfolios are already managed under the SmartStop brand and operational infrastructure. The merger consolidates them into a single legal entity, which management expects to produce:

• Operational scale: larger combined portfolio improves purchasing power, staffing efficiency, and technology investment capacity
• Geographic diversification: combined U.S. and Canada footprint across 37 facilities
• Financing improvements: a larger, more diversified asset base may support more favorable debt terms and broader access to capital markets
• G&A reduction: elimination of duplicative corporate overhead across two separate REIT structures
• Strategic optionality: a larger combined platform may be better positioned for a future liquidity event — whether a public listing, portfolio sale, or larger strategic transaction

Because both entities already operate under the same management platform, brand, and systems, integration risk is lower than in a combination of two independently managed businesses. The primary integration work involves legal entity consolidation rather than operational or cultural integration.

The merger requires approval by SSGT III stockholders. SST VI stockholders are not required to vote.

The transaction requires the filing of a Form S-4 registration statement with the SEC, which will include a proxy statement/prospectus for the SSGT III stockholder vote. The S-4 process involves SEC review and comment, which is a principal driver of the expected Q4 2026 closing timeline.

The transaction is not subject to a financing condition. Because the consideration is entirely SST VI stock, there is no debt financing to arrange or commit.

The parties' announcement did not identify a specific HSR Act filing requirement or other competition law approval as a closing condition. Self-storage REIT mergers of this type typically do not raise material antitrust concerns given the fragmented nature of the self-storage market, but multi-jurisdictional regulatory requirements (including Canadian approvals given the cross-border portfolio) may apply.

ULF New York monitors U.S. and cross-border M&A transactions in real estate, private equity, and capital markets. This update is prepared for informational purposes and does not constitute legal advice. For transaction-specific M&A, REIT, or real estate counsel, contact our New York office.