National Storage REIT has entered a definitive agreement to be acquired by a Brookfield and GIC-led consortium for $2.86 per security, valuing the company at $4 billion. The Board unanimously recommends the scheme, pending shareholder and regulatory approvals.
- Scheme Implementation Deed signed with Brookfield-GIC consortium
- Offer values NSR at approximately $4 billion equity and $6.7 billion enterprise value
- 26.5% premium to undisturbed closing price and 10.9% premium to net tangible assets
- Unanimous Board recommendation subject to independent expert report and no superior proposal
- Transaction expected to complete in Q2 2026, subject to approvals and conditions
Deal Overview
National Storage REIT (ASX – NSR), Australia's largest self-storage owner and operator, has agreed to be acquired by a consortium led by Brookfield Asset Management and GIC. The parties have executed a Scheme Implementation Deed under which the consortium will acquire 100% of NSR's stapled securities via a scheme of arrangement.
The agreed scheme consideration is $2.86 cash per stapled security, implying an equity value of approximately $4.0 billion and an enterprise value of $6.7 billion. This represents a significant 26.5% premium to NSR’s undisturbed closing price on 25 November 2025 and a 10.9% premium to its net tangible asset value as of 30 June 2025.
Board Support and Strategic Rationale
The NSR Board has unanimously recommended that securityholders vote in favor of the transaction, subject to the absence of a superior proposal and a positive independent expert’s report. Chairman Anthony Keane highlighted that the offer provides attractive value and certainty for securityholders, reflecting the quality and strategic scale of NSR’s portfolio across Australia and New Zealand.
Managing Director Andrew Catsoulis emphasized the consortium’s offer as an endorsement of NSR’s strong fundamentals and growth profile. The transaction is expected to strengthen NSR’s position as the leading self-storage provider in the region, with over 290 centres and more than 1.6 million square metres of storage space.
Transaction Details and Conditions
The scheme consideration is subject to a potential 6 cents per security distribution for the half-year ending 31 December 2025, which would reduce the cash payable accordingly. The NSR Board has suspended the Dividend Reinvestment Plan with immediate effect in light of the transaction.
The transaction is subject to customary conditions including securityholder approval, court approval, and regulatory clearances from bodies such as the Foreign Investment Review Board and the New Zealand Overseas Investment Office. The consortium will fund the acquisition through a combination of committed equity and third-party debt financing, with no financing condition attached.
Next Steps and Timetable
NSR securityholders will receive detailed information in a Scheme Booklet expected to be dispatched in March 2026, ahead of meetings scheduled for April 2026 to vote on the transaction. Subject to approvals and conditions, implementation is anticipated in the second quarter of 2026.
Exchangeable noteholders will have a short window to convert their notes following the change of control event. The transaction includes break fees of $40 million payable by either party under certain circumstances.
Bottom Line?
With a strong premium and Board backing, NSR’s takeover by Brookfield-GIC marks a pivotal moment for Australia’s self-storage sector, but regulatory and shareholder hurdles remain ahead.
Questions in the middle?
- Will any competing bids emerge before the shareholder vote in April 2026?
- How will regulatory bodies in Australia and New Zealand assess the transaction’s impact on competition?
- What are the implications for NSR’s operational strategy and management under new ownership?