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SSS > SEC Filings for SSS > Form 8-K on 12-May-2014All Recent SEC Filings

Show all filings for SOVRAN SELF STORAGE INC

Form 8-K for SOVRAN SELF STORAGE INC


12-May-2014

Entry into a Material Definitive Agreement, Termination of a Material Def


Item 1.01. Entry into a Material Definitive Agreement.

On May 12, 2014, Sovran Self Storage, Inc. (the "Company"), Sovran Acquisition Limited Partnership, and Sovran Holdings, Inc. entered into separate Equity Distribution Agreements (the "Equity Distribution Agreements") with each of Wells Fargo Securities, LLC, Jefferies LLC, SunTrust Robinson Humphrey, Inc., Piper Jaffray & Co., HSBC Securities (USA) Inc., and BB&T Capital Markets, a division of BB&T Securities, LLC (the "Sales Agents"), pursuant to which the Company may sell from time to time, in a continuous equity offering program under its Registration Statement on Form S-3 (File No. 333-195592), up to $225,000,000 in aggregate offering price of shares of the Company's common stock, par value $0.01 per share (the "Shares"), through the Sales Agents, acting as the Company's agent and/or principal. Sales of the Shares made pursuant to the Equity Distribution Agreements, if any, may be made in negotiated transactions or transactions that are deemed to be "at the market" offerings, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. Each Sales Agent will receive from the Company a commission of up to 2% of the gross sales price of all shares sold through it under the applicable Equity Distribution Agreement.

The Company made certain customary representations, warranties and covenants in each of the Equity Distribution Agreements and also agreed to indemnify the Sales Agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

On May 12, 2014, the Company, Sovran Acquisition Limited Partnership, and Sovran Holdings, Inc. also gave notice of termination of existing equity distribution agreements dated February 27, 2013 with each of Wells Fargo Securities, LLC, Jefferies LLC and SunTrust Robinson Humphrey, Inc.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration of qualification under the securities laws of any such state. The Equity Distribution Agreements are filed as Exhibit 1.1, Exhibit 1.2, Exhibit 1.3, Exhibit 1.4, Exhibit 1.5 and Exhibit 1.6 to this Current Report on Form 8-K and the description of the material terms of the Equity Distribution Agreements in this Item 1.01 are qualified in their entirety by reference to such Exhibits, which are incorporated herein by reference.



Item 1.02. Termination of a Material Definitive Agreement.

On May 12, 2014, the Company, Sovran Acquisition Limited Partnership, and Sovran Holdings, Inc. gave notice of termination of existing equity distribution agreements dated February 27, 2013 with each of Wells Fargo Securities, LLC, Jefferies LLC and SunTrust Robinson Humphrey, Inc. $38.8 million remained available for issuance by the Company under such equity distribution agreements. Such agreements were terminated in connection with the entry of new equity distribution agreements with each of Wells Fargo Securities, LLC, Jefferies LLC, SunTrust Robinson Humphrey, Inc., Piper Jaffray & Co., HSBC Securities (USA) Inc., and BB&T Capital Markets, a division of BB&T Securities, LLC.



Item 9.01. Financial Statements and Exhibits.

Exhibit No.                                  Description

 1.1              Equity Distribution Agreement, dated May 12, 2014, by and among
                  Sovran Self Storage, Inc., Sovran Acquisition Limited
                  Partnership, Sovran Holdings, Inc., and Wells Fargo Securities,
                  LLC, as Agent

 1.2              Equity Distribution Agreement, dated May 12, 2014, by and among
                  Sovran Self Storage, Inc., Sovran Acquisition Limited
                  Partnership, Sovran Holdings, Inc., and Jefferies LLC, as Agent

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--------------------------------------------------------------------------------
 1.3    Equity Distribution Agreement, dated May 12, 2014, by and among Sovran
        Self Storage, Inc., Sovran Acquisition Limited Partnership, Sovran
        Holdings, Inc., and SunTrust Robinson Humphrey, Inc., as Agent

 1.4    Equity Distribution Agreement, dated May 12, 2014, by and among Sovran
        Self Storage, Inc., Sovran Acquisition Limited Partnership, Sovran
        Holdings, Inc., and Piper Jaffray & Co., as Agent

 1.5    Equity Distribution Agreement, dated May 12, 2014, by and among Sovran
        Self Storage, Inc., Sovran Acquisition Limited Partnership, Sovran
        Holdings, Inc., and HSBC Securities (USA) Inc., as Agent

 1.6    Equity Distribution Agreement, dated May 12, 2014, by and among Sovran
        Self Storage, Inc., Sovran Acquisition Limited Partnership, Sovran
        Holdings, Inc., and BB&T Capital Markets, a division of BB&T Securities,
        LLC, as Agent

 5.1    Opinion of Phillips Lytle LLP regarding the legality of securities being
        registered

 5.2    Opinion of Venable LLP regarding Maryland law

 8.1    Opinion of Phillips Lytle LLP regarding certain tax matters

23.1    Consent of Phillips Lytle LLP (included in Exhibits 5.1 and 8.1)

23.2    Consent of Venable LLP (included in Exhibit 5.2)

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