CubeSmart美股招股说明书(2025-03-03版)

Common Shares of Beneficial Interest This prospectus supplement and accompanying base prospectus relate to the offer and sale from time totime of 13,510,817 of our common shares of beneficial interest, par value $0.01 per share (the “commonshares”). The common shares to which this prospectus supplement relates will be offered from time to timethrough Wells Fargo Securities, LLC (“Wells Fargo Securities”), Barclays Capital Inc. (“Barclays”), BMOCapital Markets Corp. (“BMO”), BofA Securities, Inc. (“BofA”), BTIG, LLC (“BTIG”), Goldman Sachs &Co. LLC (“Goldman Sachs”), Jefferies LLC (“Jefferies”), Regions Securities LLC (“Regions”) and TruistSecurities, Inc. (“Truist”) as our sales agents subject to the terms and conditions of an equity distributionagreement (the “equity distribution agreement”) with us. We refer to each of Wells Fargo Securities,Barclays, BMO, BofA, BTIG, Goldman Sachs, Jefferies, Regions and Truist when acting in this capacity asa sales agent and, collectively, as the sales agents. Upon entry into the equity distribution agreement, weterminated our prior at-the-market offering program. At the time of such termination, 3,510,817 commonshares remained unsold under such prior program. Sales of the shares, if any, under the equity distribution agreement will be made (i)by any methodpermitted by law to be an “at the market” offering as defined in Rule415 under the Securities Act of 1933,as amended (the “Securities Act”), including by means of ordinary brokers’ transactions, sales to or througha market maker or through an electronic communications network or sales directly on the New York StockExchange (“NYSE”), the existing trading market for our common shares, or (ii)by any other methodpermitted by applicable law and agreed to by us in writing, including through an alternative trading systemor any other market venue, in the over-the-counter market, and in privately negotiated transactions,including block trades. The equity distribution agreement provides that, in addition to the issuance and saleof common shares by us through the sales agents, we also may enter into separate forward sale agreementsbetween us and each of Wells Fargo Bank, National Association, Bank of America, N.A., Bank of Montreal,Barclays Bank PLC, Goldman Sachs, Jefferies, Nomura Global Financial Products, Inc., Regions and TruistBank. We refer to each of these entities, when acting in such capacity, as a forward purchaser and,collectively, as the forward purchasers. In connection with each forward sale agreement, the relevantforward purchaser will, at our request, attempt to borrow from third parties and sell, through its related salesagent (if applicable), a number of our common shares equal to the number of common shares that underliethe forward sale agreement to hedge its exposure under such forward sale agreement. We refer to a salesagent (except with respect to BTIG) or to Nomura Securities International, Inc. (acting through BTIG, LLCas sales agent), when acting as the agent for a forward purchaser, as a forward seller and, collectively, as theforward sellers. Under the terms of the equity distribution agreement, we also may sell our common shares to each ofthe sales agents, as principal for its own account, at a price to be agreed upon at the time of sale. If we sellcommon shares to any of the sales agents, as principal, we will enter into a separate sales agreement withsuch sales agent and we will describe the material terms of such agreement in a separate prospectussupplement or pricing supplement. We intend to contribute the net proceeds that we receive upon the sale of common shares by us throughthe sales agents to CubeSmart, L.P., a Delaware limited partnership, our operating subsidiary (the“Operating Partnership”), in exchange for partnershipunits of the Operating Partnership (“OP Units”). TheOperating Partnership intends to use the net proceeds from this offering for general business purposes,including, without limitation, repayment of outstanding debt, acquisitions, developments, investments in joint ventures, capital expenditures, working capital and other general corporate purposes. See “Use ofProceeds” in this prospectus supplement. We will not initially receive any proceeds from the sale of borrowed common shares by the forwardsellers, as agents for the forward purchasers, in connection with any forward sale agreement as a hedge ofits exposure under such forward sale agreement. In the event of full physical settlement of a forward saleagreement, which we expect to occur on or prior to the maturity date of such forward sale agreement, weexpect to receive aggregate cash proceeds equal to the product of the initial forward price under the forwardsale agreement and the number of common shares underlying the forward sale agreement, subject to theprice adjustment and other provisions of the forward sale agreement. We currently intend to use any cashproceeds that we receive upon physical settlement of any f