National Storage REIT has agreed to be acquired by a consortium led by Brookfield Asset Management and GIC in a deal that values the business at approximately A$6.7 billion in enterprise value and about A$4 billion in equity.
Under the Scheme Implementation Deed, the consortium will acquire all outstanding NSR stapled securities for $2.86 in cash per security, subject to a potential 6-cent Permitted Distribution declared for the half-year ending December 31, which would reduce the cash payable by the same amount. The offer follows the consortium’s earlier indicative proposal announced on November 26, 2025, and is the result of due diligence and negotiations between the parties.
The scheme consideration represents a 26.5% premium to NSR’s undisturbed closing price of $2.26 on November 25, 2025, the final trading day before the indicative offer became public. It also represents a 10.9% premium to NSR’s June 30, 2025, NTA of $2.58 per security, reflecting the value of the company’s management platform and its portfolio of self-storage assets across Australia and New Zealand. The offer further equates to a 438% total return for investors who participated in the company’s December 2013 IPO .
NSR’s board unanimously recommended that securityholders vote in favor of the transaction, provided no superior proposal emerges, and an independent expert concludes that the scheme is in the best interests of investors. If approved by securityholders and the Court, the transaction is expected to be implemented in the second quarter of 2026.
The deal would give Brookfield and GIC full ownership of the largest self-storage platform in Australia and New Zealand, comprising more than 290 facilities offering over 1.6 million square meters of storage space. The consortium intends to fund the acquisition through a combination of committed equity and third-party debt financing, with no financing condition attached to the offer.
Regulatory approvals remain outstanding, including from the Foreign Investment Review Board and the New Zealand Overseas Investment Office, along with other foreign competition regulators. An explanatory Scheme Booklet is expected to be distributed to investors in March 2026, with securityholder meetings anticipated in April 2026.
NSR has suspended its Dividend Reinvestment Plan effective immediately and noted that the Permitted Distribution, if declared, will be fully franked to the maximum extent possible. The board also disclosed that the deal would constitute a change of control under its $300 million exchangeable notes due 2029, with further details to be provided to noteholders.
Support: The company is being advised by Citi and JPMorgan, with Clayton Utz serving as legal counsel. The bidders will execute the scheme consideration obligations via a deed poll in favor of NSR securityholders.
KEY QUOTES:
“The NSR Board believes the Transaction provides attractive value and certainty for NSR securityholders with an all-cash offer at a significant premium to the undisturbed trading price. The offer from the Consortium follows a number of earlier offers and a period of negotiation.”
“The decision to recommend this offer follows extensive work by the NSR Board and its advisers to assess the fundamental value of NSR and its medium-to-long term prospects.”
“Accordingly, the NSR Board is unanimous in its recommendation that the Transaction represents a compelling outcome for NSR securityholders.”
Anthony Keane, Chair, National Storage REIT
“The NSR Board believes that the Consortium’s offer appropriately reflects the high quality, growth profile, scarcity and strategic scale of NSR’s asset portfolio and self-storage management platform as the leading owner operator of self-storage in Australia and New Zealand.”
“This proposal is an endorsement of the strong fundamentals and long-term growth strategy of NSR, which has evolved from a single storage centre originally developed at Oxley Queensland in 1995 to Australia and New Zealand’s leading owner and operator of self-storage centres with over 290 centres today providing over 1.6 million square metres of state of the art storage space for its customers. We are confident this position will be further strengthened with the Consortium’s support.”
“Our focus remains on delivering best in class self-storage solutions for our customers across all the markets in which we operate.”
Andrew Catsoulis, Managing Director, National Storage REIT
“The Consortium is pleased to present NSR securityholders with this compelling offer for their stapled securities. The offer rewards NSR securityholders’ investment with a significant certain cash premium to NSR’s NTA as well as current and all-time historic trading levels. Brookfield and GIC both have extensive experience in the storage asset class in Australia and globally and we look forward to working with the NSR Board to complete the Transaction.”
Brookfield and GIC Consortium Representative
