8-K: Current report filing
Published on December 21, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): December 21, 2018 (December 20, 2018)
GLOBAL SELF STORAGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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001-12681
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13-3926714
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(State or Other Jurisdiction of
Incorporation) |
(Commission File Number)
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(IRS Employer Identification No.)
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11 Hanover Square, 12th Floor
New York, NY 10005
(Address of principal executive offices) (Zip Code)
(212) 785-0900
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into Material Definitive Agreements.
Loan Agreement and Guarantee
On December 20, 2018, certain wholly owned subsidiaries (the “Subsidiaries”) of
Global Self Storage, Inc. (the “Company”) entered into a revolving credit loan agreement (the “Loan Agreement”) between the Subsidiaries and TCF National Bank (the “Lender”). Under the Loan Agreement, the Subsidiaries are borrowing from the Lender in
the principal amount of up to $10 million pursuant to a promissory note (the “Promissory Note”). The Promissory Note bears an interest rate equal to 3.00% over the One Month U.S. Dollar London Inter-Bank Offered Rate and is due to mature on December
20, 2021. The obligations under the Loan Agreement are secured by certain real estate assets owned by the Subsidiaries.
The Company entered into a guaranty of payment on December 20, 2018 (the “Guaranty,”
and together with the Loan Agreement, the Promissory Note and related instruments, the “Loan Documents”) to guarantee the payment to Lender of certain obligations of the Subsidiaries under the Loan Agreement.
The Loan Documents require the Subsidiaries and the Company to comply with certain
covenants, including, among others, customary financial covenants. The Lender may accelerate amounts outstanding under the Loan Documents upon the occurrence of an Event of Default (as defined in the Loan Agreement) including, but not limited to,
the failure to pay amounts due to the Lender or commencement of bankruptcy proceedings.
The Company and the Subsidiaries are paying customary fees and expenses in connection
with their entry into the Loan Documents.
There is no material relationship between the Company, the Subsidiaries or their
affiliates and the Lender, other than in respect of the Loan Documents.
The foregoing description is qualified in its entirety by the full terms and conditions of the Guaranty and the Loan
Agreement, filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the
Registrant.
The information set forth under Item 1.01 above is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
In connection with the execution of the Loan Documents, the Company issued a press release, which is attached as Exhibit 99.1
hereto. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
The Company believes that certain statements in the information attached as Exhibit 99.1 may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are
made. Actual results may differ materially from those expressed or implied. Information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained from time to time in the Company’s
filings with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.
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Exhibit No.
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Description
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10.1
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Guaranty dated December 20, 2018 by Global Self Storage, Inc. in favor of TCF National Bank
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10.2
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Loan Agreement dated December 20, 2018 between certain subsidiaries of Global Self Storage, Inc. and TCF National Bank
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99.1
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Global Self Storage, Inc. Press Release, dated December 21, 2018.
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* * *
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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GLOBAL SELF STORAGE, INC.
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By:
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/s/ Mark C. Winmill
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Name:
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Mark C. Winmill
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Title:
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President
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Date: December 21, 2018
EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Guaranty dated December 20, 2018 by Global Self Storage, Inc. in favor of TCF National Bank
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10.2
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Loan Agreement dated December 20, 2018 between certain subsidiaries of Global Self Storage, Inc. and TCF National Bank
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99.1
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Global Self Storage, Inc. Press Release, dated December 21, 2018.
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