SecProbe.io

Filing text and metadata
Intelligence Terminal Search Probe Scores Topics IPO Watchlist Monthly Activity About API

SEC Comment Letter for SmartStop Self Storage REIT, Inc. (SMA) (CIK 0001585389) (SMA) — Sep 3, 2015

SmartStop Self Storage REIT, Inc. (SMA) (CIK 0001585389)
Date: Sept. 3, 2015 · CIK: 0001585389 · Accession: 0000000000-15-044272

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-190983

Date
September 3, 2015
Author
/s/ Jennifer Gowetski
Form
UPLOAD
Company
SmartStop Self Storage REIT, Inc. (SMA) (CIK 0001585389)

Letter

Mailstop 3233 September 3, 2015 Via E -mail Paula Mathews Executive Vice President and Secretary Strategic Storage Trust II, Inc. 111 Corporate Drive, Suite 120 Ladera Ranch, CA 92694

Re: Strategic Storage Trust II, Inc. Post -Effective Amendment to Form S-11 Filed August 27, 2015 File No. 333-190983

Dear Ms. Mathews :

We have reviewed your post-effective amendment and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstanc es or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.

Q: Why are you offering two classes of your common stock, and what are the similarities and differences between the classes?, page 7

1. Please revise to state how long a holder of a Class T share should expect to pay the stockholder servicing fee and the aggregate amount that a Class T holder should expect to pay before reaching the 10% cap.

2. You state on page 7 that the stockholder servicing fee paid in respect of Class T shares will be allocated to the Class T shares as a class expense, and these fees will impact the amount of distributions payable on all Class T shares, including those purchased through your distribution reinvestment plan. We further note that you will not pay stockholder servicing fees with respect to shares sold pursuant to your distribution r einvestment plan. Please revise to clarify how the stockholder servicing fee will impact the amount of

Paula Mathews Strategic Storage Trust II, Inc. September 3, 2015 Page 2

distributions payable on the Class T shares purchased through the dividend reinvestment plan or advise.

3. We note your disclosure on page 8 that, as a result of the allocation of the stockholder servicing fee to the Class T shares, the Class T shares could have a lower net asset value per share if distributions on the Class T shares are not adjusted to take account of such fee. We further note the pre ceding sentence that distributions on the Class T shares will be lower than distributions on Class A shares because Class T shares are subject to the on-going stockholder servicing fee. Please revise to clarify or describe the circumstances under which th e distributions on the Class T shares would not be adjusted to take account of the stockholder servicing fee or advise . In addition, please tell us whether the distribution amount on the Class T shares will increase once the 10% cap is reached.

4. We note your disclosure on page 8 that, in the event of any voluntary or involuntary liquidation, dissolution or winding up, or any liquidating distribution of your assets, then such assets, or the proceeds therefrom, will be distributed between the holders of Cl ass A shares and Class T shares ratably in proportion to the respective NAV for each class until the NAV for each class has been paid. Please revise to clarify, if true, that NAV will be determined as a whole for both Class A and Class T based on the aggr egate assets and then any differences in NAV attributable to each class will be determined.

Distribution Declaration History, page 155

5. We note your disclosure on page 156 that since your inception through June 30, 2015, the payment of distributions has been paid from offering proceeds. On page 8 of Supplement Number 3 in your post -effective amendment filed on July 14, 2015, we further note you disclose that you paid 100% of distributions for the three months ended March 31, 2015 with cash flows provided by operations. Please reconcile these disclosures or advise.

6. Please revise your disclosure to show the relationship of the total distributions paid and earnings.

Share Redemption Program, page 161

7. We note your disclosure on page 164 that you receive d one request for the redemption of 1,750 shares which was fulfilled in July 2015. Please revise your disclosure to state the source of cash used to fund the redemption request and the average price per share for the shares redeemed.

We urge all person s who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Paula Mathews Strategic Storage Trust II, Inc. September 3, 2015 Page 3

Notwithstanding our comments, before we can declare the amended registration statement effective, the com pany should provide us with a letter, acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Coy Garrison, Staff Attorney , at (202 ) 551-3466, or me at (202) 551 -3401 with any other questions.

Sincerely,
/s/ Jennifer Gowetski

Show Raw Text
Mailstop 3233

September 3, 2015

Via E -mail
Paula Mathews
Executive Vice President and Secretary
Strategic Storage Trust II, Inc.
111 Corporate Drive, Suite 120
Ladera Ranch, CA  92694

Re: Strategic  Storage Trust II, Inc.
 Post -Effective Amendment to Form  S-11
Filed  August 27, 2015
 File No.  333-190983

Dear Ms. Mathews :

We have reviewed your  post-effective amendment  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement  and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have additional comments.

Q: Why are you offering two classes of your common stock, and what are the similarities and
differences between the classes?, page 7

1. Please revise to state how long a holder of a Class T share should  expect to pay the
stockholder servicing fee  and the aggregate  amount that a Class T holder should expect to
pay before reaching the 10% cap.

2. You state on page 7 that the stockholder servicing fee paid in respect of Class T shares
will be allocated to the Class T shares as a class expense, and these fees will impact  the
amount of distributions payable on all Class T shares, including those  purchased through
your distribution  reinvestment plan.  We further note that you will not pay stockholder
servicing fees with respect to shares sold pursuant to your distribution r einvestment plan.
Please revise to clarify how the stockholder servicing fee will impact the amount of

Paula Mathews
Strategic Storage Trust II, Inc.
September 3, 2015
Page 2

 distributions payable on the Class T shares purchased through the dividend reinvestment
plan or advise.

3. We note your disclosure on page 8 that, as a result of the allocation of the stockholder
servicing fee to the Class T shares, the Class T shares could have a lower net asset value
per share if distributions on the Class T shares are not adjusted to take account of such
fee.  We further note the pre ceding sentence that distributions on the Class T shares will
be lower than distributions on Class A shares because Class T shares are subject to the
on-going stockholder servicing fee.  Please revise to clarify or describe the circumstances
under which th e distributions on the Class T shares would not be adjusted to take account
of the stockholder servicing fee  or advise .  In addition, please tell us whether the
distribution amount on the Class T shares will increase once the 10% cap is reached.

4. We note  your disclosure on page 8 that, in the event of any voluntary or involuntary
liquidation, dissolution or winding up, or any liquidating distribution of your assets, then
such assets, or the proceeds therefrom, will be distributed between the holders of Cl ass A
shares and Class T shares ratably in proportion to the respective NAV for each class until
the NAV for each class has been paid.  Please revise to clarify, if true, that NAV will be
determined as a whole for both Class A and Class T based on the aggr egate assets and
then any differences in NAV attributable to each class will be determined.

Distribution Declaration History, page 155

5. We note your disclosure on page 156 that since your inception through June 30, 2015, the
payment of distributions has been paid from offering proceeds.  On page 8 of Supplement
Number 3 in your post -effective amendment filed on July 14, 2015, we further note you
disclose that you paid 100% of distributions for the three months ended March 31, 2015
with cash flows provided  by operations.  Please reconcile these disclosures or advise.

6. Please revise your disclosure to show the relationship of the total distributions paid and
earnings.

Share Redemption Program, page 161

7. We note your disclosure on page 164 that you receive d one request for the redemption of
1,750 shares which was fulfilled in July 2015.  Please revise your disclosure to state the
source of cash used to fund the redemption request and the average price per share for the
shares redeemed.

We urge all person s who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Paula Mathews
Strategic Storage Trust II, Inc.
September 3, 2015
Page 3

Notwithstanding our comments, before we can declare the amended registration
statement effective, the com pany should provide us with a letter, acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact  Coy Garrison, Staff Attorney , at (202 ) 551-3466, or me at  (202) 551 -3401
with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Special Counsel
Office of Real Estate and
Commodities

cc: Michael K. Rafter, Esq.
 Nelson Mullins Riley & Scarborough LLP