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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 14, 2023
National Storage Affiliates Trust
(Exact name of registrant as specified in its charter)
Maryland
001-37351
46-5053858
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
8400 East Prentice Avenue, 9th Floor
Greenwood Village, Colorado 80111
(Address of principal executive offices)
(720) 630-2600
(Registrant's telephone number, including area code)
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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 (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 par value per shareNSANew York Stock Exchange
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per shareNSA Pr ANew York Stock Exchange
Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per shareNSA Pr BNew York Stock Exchange
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. ☐
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ITEM 9.01.         Financial Statements and Exhibits.  
The following exhibits are furnished with this report:
 
Exhibit NumberDescription
23.1Consent of Clifford Chance US LLP (included in Exhibit 5.1)



SIGNATURES
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.
NATIONAL STORAGE AFFILIATES TRUST
By:/s/ David G. Cramer
 David G. Cramer
President and Chief Executive Officer

Date: September 14, 2023




Exhibit 5.1
CLIFFORD CHANCE US LLP
31 WEST 52ND STREET
NEW YORK, NY 10019-6131
TEL +1 212 878 8000
FAX +1 212 878 8375
www.cliffordchance.com
September 14, 2023
National Storage Affiliates Trust
8400 East Prentice Avenue, Ninth Floor
Greenwood Village, Colorado 80111

Ladies and Gentlemen:

We have acted as counsel to National Storage Affiliates Trust, a Maryland real estate investment trust (the "Company"), in connection with a registration statement on Form S-3 (File No. 333-253663) (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"). We are furnishing this letter to you in connection with the registration by the Company and resale of up to 5,668,128 of the Company's 6.000% Series B cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share (the "Shares") that were issued on March 16, 2023 in a private placement transaction pursuant to an Agreement and Plan of Merger, dated March 16, 2023 (the "Merger Agreement"), by and among the Company, Personal Mini Storage Consolidated I, Inc., NSA PM Holding Company, LLC, a Delaware limited liability company, and the other parties thereto.

In rendering the opinion expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates, stockholder questionnaires and other instruments as in our judgment are necessary or appropriate, including resolutions adopted by the board of trustees of the Company (the "Board") relating to the registration, sale and issuance of the Shares (the "Resolutions"). In examining all such documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us purporting to be originals, and the conformity to the respective originals of all documents submitted to us as certified, telecopied, photostatic or reproduced copies or in portable document format. As to certain factual matters relevant to the opinion set forth below, we have relied upon certificates of officers of the Company and public officials.

Based on the foregoing, and such other examination of law and fact as we have deemed necessary, we are of the opinion that the (i) Shares were issued pursuant to the terms of the Merger Agreement and (ii) the Company received the consideration for the Shares specified in the resolutions of the Board and a consideration committee of the Board and as such, the Shares are legally issued, fully paid, and nonassessable.

This foregoing opinion is based as to matters of law solely on the applicable provisions of the Maryland REIT Law, as amended, currently in effect. We express no opinion as to the laws, statutes, ordinances, rules, or regulations of another jurisdiction and we assume no responsibility for the applicability, or effect of such laws, statutes, ordinances, rules, or regulations of any other jurisdiction.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the "SEC") as an Exhibit 5.1 to a Current Report on Form 8-K that shall be incorporated by reference into the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus supplement which is part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.


Very truly yours,


/s/ Clifford Chance US LLP

v3.23.2
Document and Entity Information Document
Sep. 14, 2023
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Sep. 14, 2023
Entity Registrant Name National Storage Affiliates Trust
Entity Central Index Key 0001618563
Amendment Flag false
Entity Incorporation, State or Country Code MD
Entity File Number 001-37351
Entity Tax Identification Number 46-5053858
Entity Address, Address Line One 8400 East Prentice Avenue, 9th Floor
Entity Address, City or Town Greenwood Village
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80111
City Area Code 720
Local Phone Number 630-2600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Shares of Beneficial Interest, $0.01 par value per share  
Entity Information [Line Items]  
Title of 12(b) Security Common Shares of Beneficial Interest, $0.01 par value per share
Trading Symbol NSA
Security Exchange Name NYSE
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share  
Entity Information [Line Items]  
Title of 12(b) Security Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share
Trading Symbol NSA Pr A
Security Exchange Name NYSE
Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share  
Entity Information [Line Items]  
Title of 12(b) Security Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share
Trading Symbol NSA Pr B
Security Exchange Name NYSE
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