NATIONAL STORAGE AFFILIATES TRUST Amendment No. 1 to the Sales Agreement
Exhibit 1.1
Amendment No. 1 to the Sales Agreement
May 19, 2021
Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | KeyBanc Capital Markets Inc. 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 | ||||
Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 | Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 | ||||
BMO Capital Markets Corp. 0 Xxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 | Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx XX Xxxxxxx, Xxxxxxx 00000 | ||||
BTIG, LLC 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | Xxxxx Fargo Securities, LLC 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | ||||
Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |||||
As Agents
Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 | ||||
Bank of Montreal c/o BMO Capital Markets Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxx XXX 0X0 Xxxxxx | Truist Bank 0000 Xxxxxxxxx Xxxx XX Xxxxxxx, Xxxxxxx 00000 | ||||
Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 | Xxxxx Fargo Bank, National Association 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | ||||
As Forward Purchasers
0000 Xxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Re: Amendment No. 1 to the Sales Agreement
Ladies and Gentlemen:
Reference is made to the Sales Agreement, dated February 27, 2019 (the “Sales Agreement”), among National Storage Affiliates Trust, a Maryland real estate investment trust (the “Company”), NSA OP, LP, a Delaware limited partnership and direct subsidiary of the Company (the “Operating Partnership”), and each of (i) Xxxxxxxxx LLC, Xxxxxx X. Xxxxx & Co. Incorporated, BMO Capital Markets Corp., BTIG, LLC, KeyBanc Capital Markets Inc., Xxxxxx Xxxxxxx & Co. LLC, Truist Securities, Inc. (f/k/a SunTrust Xxxxxxxx Xxxxxxxx, Inc.), and Xxxxx Fargo Securities, LLC, as an agent and/or principal under any Terms Agreement (each, an “Agent” and, collectively, the “Agents”), and (ii) Xxxxxxxxx LLC, Bank of Montreal, KeyBanc Capital Markets Inc., Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Fargo Bank, National Association, as forward purchasers (in such capacity, each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”), in each case, on the terms set forth in the Sales Agreement, with respect to the issuance and sale from time to time by the Company of common shares of beneficial interest, par value $0.01 per share, of the Company having a Maximum Program Amount of up to $250,000,000 on the terms set forth in the Sales Agreement.
In connection with the foregoing, the Company and the Agents wish to amend the Agreement pursuant to Section 9(g) thereof through this Amendment No. 1 to the Sales Agreement (this “Amendment”) to permit Citigroup Global Markets Inc. (“Citigroup”) and Citibank, N.A. (“Citibank”) to join the Sales Agreement as an additional Agent and Forward Purchaser, to permit Truist Bank (“Truist”) to join the Sales Agreement as an additional Forward Purchaser, to increase the Maximum Program Amount to up to $400,000,000 and to make certain related changes to the Agreement with effect on and after the date hereof (the “Effective Date”).
SECTION 1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.
SECTION 2. Joinder. Each of Citigroup and Citibank hereby joins and becomes a party to the Sales Agreement (as amended by this Amendment) as an Agent and Forward Purchaser, respectively, and Truist hereby joins and becomes a party to the Sales Agreement (as amended by this Amendment) as a Forward Purchaser with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described in the Sales Agreement (as amended by this Amendment), and acknowledges and agrees to be hereby bound by and be subject to, and shall continue to be bound by and subject to, the terms and provisions of the Agreement (as amended by this Amendment). Each of Citigroup, Citibank and Truist acknowledges that it has received a copy of the Sales Agreement.
SECTION 3. Amendments.
(a) Addressees:
(i) The addressees of the “Agents” on page 1 of the Sales Agreement is amended to add the following addresses in place of the address of BTIG, LLC:
BTIG, LLC
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(ii) The addressees of the “Agents” on page 1 of the Sales Agreement is amended to add the following name in place of SunTrust Xxxxxxxx Xxxxxxxx Inc.:
Truist Securities, Inc.
(iii) The addressees of the “Forward Purchasers” on page 1 of the Sales Agreement is amended to add the following address under the address of Bank of Montreal:
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(iv) The addressees of the “Forward Purchasers” on page 1 of the Sales Agreement is amended to add the following address under the address of Xxxxxx Xxxxxxx & Co. LLC:
Truist Bank
0000 Xxxxxxxxx Xxxx XX
Xxxxxxx, Xxxxxxx 00000
(b) Introductory Paragraph:
(i) The definitions of “Agent” and “Agents” in the introductory paragraph on page 1 of the Sales Agreement is amended to: (i) add “and Citigroup Global Markets Inc.” after “BTIG, LLC” and before KeyBanc Capital Markets Inc and (ii) add "Truist Securities, Inc." in place of "SunTrust Xxxxxxxx Xxxxxxxx Inc."
(ii) The definitions of “Forward Purchaser” and “Forward Purchasers” in the introductory paragraph on page 1 of the Sales Agreement is amended to add “and Citibank, N.A.” after “Bank of Montreal” and before KeyBanc Capital Markets Inc.” with a comma and “Truist Bank” after Xxxxxx Xxxxxxx & Co. LLC and before Xxxxx Fargo Bank, National Association, with a comma.
(iii) The definition of “Maximum Program Amount” in Section 1 of the Agreement is amended to replace “$250,000,000” with “$400,000,000".
(iv) The definition of “Sales Price” in Section 1 of the Agreement is amended to add after “Agreement” and before the period the following: “beginning on and after May 19, 2021.”
(c) Section 3 (Sale of Shares):
(i) Section 3 of the Agreement is hereby amended as follows:
(A) to add “or Citigroup Global Markets Inc.” in section (b)(ii) after “BTIG, LLC” and before “KeyBanc Capital Markets Inc.”
(B) to add "Truist Securities, Inc." in place of "SunTrust Xxxxxxxx Xxxxxxxx Inc."
(C) to change the date in the second paragraph of section (d) from “December 31, 2020” to “December 31, 2022”
(d) Section 9 (Miscellaneous):
(i) Section 9 of the Agreement is hereby amended as follows:
(A) to add the addresses in section (c) as follows in place of “BTIG, LLC” under “If to the Agents”:
"BTIG, LLC, 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, Attention: ATM Trading Desk"
“Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxx”
(B) to add "Truist Securities, Inc." in place of "SunTrust Xxxxxxxx Xxxxxxxx Inc." under “If to the Agents”:
(C) to add the address in section (c) as follows after “Bank of Montreal” under “If to the Forward Purchaser”:
“Citibank, N.A., 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, 3rd Floor Attention: Xxxxxx Xxxxxx”
(D) to add the address in section (c) as follows after Xxxxxx Xxxxxxx & Co. LLC under “If to the Forward Purchaser”:
“Truist Bank
0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000,
Attn: Equity Syndicate Department, xx.xxx.xxxxxxxx@xxxxxx.xxx
With a Copy to:
Xxxxxxx Xxxxxxx
Managing Director
Office: 000-000-0000
xxxxxxx.xxxxxxx@xxxxxx.xxx”
(E) to replace the address of Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association in section (c) as follows:
“000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Equity Syndicate Department”
(e) Exhibits:
(i) Each of the introductory paragraphs in Exhibits A and B of the Agreement is hereby amended to: (i) add “Citigroup Global Markets Inc.” after “BTIG, LLC” and before “KeyBanc Capital Markets Inc.” in each case with a comma and (ii) add "Truist Securities, Inc." in place of "SunTrust Xxxxxxxx Xxxxxxxx Inc."
(ii) The introductory paragraph in Exhibit A of the Agreement is hereby amended to add “as amended,” immediately after the open parenthesis and immediately before the phrase “the “Sales Agreement”)”.
SECTION 4. No Further Amendment. The Agreement, as amended by this Amendment, is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein.
SECTION 5. Governing Law. This Amendment and any claim, counterclaim, controversy or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment, directly or indirectly, shall be governed by and construed in accordance with the laws of the State of New York.
SECTION 6. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of a signed counterpart of this Agreement by e-mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., xxx.xxxxxxxx.xxx) or facsimile transmission shall constitute valid and sufficient delivery thereof.
SECTION 7. Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Amendment.
If the foregoing correctly sets forth the understanding between the Company, the Operating Partnership, each of the Agents, each of the Forward Purchasers, Citigroup Global Markets Inc., Citibank, N.A. and Truist Bank, please so indicate in the space provided below for that purpose, whereupon this Amendment and your acceptance shall constitute a binding agreement among the Company, each of the Agents, each of the Forward Purchasers, Citigroup Global Markets Inc.,Citibank, N.A. and Truist Bank.
Very truly yours,
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
NSA OP, LP
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
Accepted and agreed as of the date first above written:
XXXXXXXXX LLC,
as Agent
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director, ECM
XXXXXXXXX LLC,
as Forward Purchaser
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director, ECM
XXXXXX X. XXXXX & CO. INCORPORATED,
as Agent
By: /s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx
Title: Managing Director
BMO CAPITAL MARKETS CORP.,
as Agent
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Manager, Derivatives Operations
BANK OF MONTREAL,
as Forward Purchaser
By: /s/ Xxx Xxxxxxxxx
Name: Xxx Xxxxxxxxx
Title: Director, Derivatives Operations
BTIG LLC,
as Agent
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Managing Director
CITIGROUP GLOBAL MARKETS INC.,
as Agent
By: /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Director
CITIBANK, N.A.,
as Forward Purchaser
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
KEYBANC CAPITAL MARKETS INC.,
as Agent
By: /s/ Xxxx Xxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxx
Title: Managing Director, Equity Capital Markets
KEYBANC CAPITAL MARKETS INC.,
as Forward Purchaser
By: /s/ Xxxx Xxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxx
Title: Managing Director, Equity Capital Markets
XXXXXX XXXXXXX & CO. LLC,
as Agent
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Executive Director
XXXXXX XXXXXXX & CO. LLC,
as Forward Purchaser
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Executive Director
TRUIST SECURITIES, INC.,
as Agent
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Director
TRUIST BANK,
as Forward Purchaser
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Director
XXXXX FARGO SECURITIES, LLC,
as Agent
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Managing Director
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Forward Purchaser
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Managing Director
