CubeSmart美股招股说明书(2025-08-12版)

CUBESMART, L.P. 5.125% Senior Notes due 2035Fully and Unconditionally Guaranteed by CubeSmart CubeSmart, L.P. is offering $450,000,000 of its 5.125% Senior Notes due 2035 (the “notes”). The notes will bear interest at a rate of 5.125% per year. We will pay interest on the notes semi-annually on May1and November1 of each year, beginning on May1, 2026. The notes will mature on November1, 2035. We may redeem some or all of the notes at any time and from time to time prior to maturity at the applicableredemption price discussed in this prospectus supplement under the heading “Description of the Notes and theGuarantee-Optional Redemption.” The notes will be unsecured and will rank equally in right of payment with all of the other unsecured,unsubordinated indebtedness of CubeSmart, L.P. from time to time outstanding. CubeSmart, the sole general partner anda limited partner of CubeSmart, L.P., will fully and unconditionally guarantee payment of the principal and interest onthe notes. The guarantee of the notes will be an unsecured and unsubordinated obligation of CubeSmart. CubeSmart hasno material assets other than its investment in CubeSmart, L.P. The notes are a new issue of securities with no established trading market. We do not intend to apply for listing ofthe notes on any securities exchange or for quotation on any automated quotation system. Investing in the notes involves a high degree of risk. See “Forward-Looking Statements” beginning on pageS-iiiof thisprospectus supplement, “Risk Factors” beginning on pageS-5of this prospectus supplement and “Risk Factors” set forth inourAnnual Report on Form 10-K for the year ended December31, 2024and subsequent filings with the Securities andExchange Commission incorporated by reference in this prospectus supplement and in the accompanying prospectus. Price toPublicUnderwritingDiscountProceeds to Us,Before ExpensesPer note98.6560.65098.006Total$443,952,000$2,925,000$441,027,000(1)(1)%%% (1)Plus accrued interest, if any, from August20, 2025 if settlement occurs after that date. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus.Any representation to the contrary is a criminal offense. We expect that delivery of the notes will be made to investors through the book-entry delivery system of TheDepository Trust Company for the accounts of its participants, including Clearstream Banking S.A. and Euroclear BankSA/NV, as operator for the Euroclear System, against payment in New York, New York on or about August20, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1OVERVIEWS-1THE OFFERINGS-2RISK FACTORSS-5USE OF PROCEEDSS-8DESCRIPTION OF THE NOTES AND THE GUARANTEES-9MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-18UNDERWRITINGS-23LEGAL MATTERSS-29EXPERTSS-29INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-30WHERE YOU CAN FIND MORE INFORMATIONS-31 PROSPECTUS You should rely only on the information contained or incorporated by reference in this prospectussupplement, the accompanying prospectus and any applicable free writing prospectus filed with the Securitiesand Exchange Commission (the “SEC”) in connection with this offering. We have not, and the underwritershave not, authorized anyone to provide you with additional or different information. If any person provides youwith additional or different information, you should not rely on it. Neither we nor the underwriters are makingan offer to sell or soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted.You should assume that the information appearing in this prospectus supplement, the accompanyingprospectus, any such free writing prospectus and the documents incorporated by reference herein and therein isaccurate only as of their respective dates or on the date or dates which are specified in these documents. Ourbusiness, financial condition, results of operations and prospects may have changed since those dates. ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering and also adds to, updates, or changes information contained in theaccompanying prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part, the accompanying prospectus, dated March3, 2023, givesmore general information about the notes and other securities we may offer from time to time, some ofwhich may not apply to this offering. You should carefully read this prospectus supplement, the accompanying prospectus and the additionalinformation incorporated by reference herein and therein before investing in the notes offered hereby. See“Incorporation of Certai