Prospectus excerpt:  CubeSmart is offering 2,800,000 of its 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share, or Series A Preferred Shares.

Distributions on the Series A Preferred Shares will be payable quarterly in arrears on or about the 15th day of January, April, July and October of each year. The distribution rate is 7.75% per annum of the $25.00 liquidation preference, which is equivalent to $1.9375 per annum per Series A Preferred Share. The first distribution on the Series A Preferred Shares sold in this offering will be paid on January 15, 2012 and will be in the amount of $0.3929 per share.

Generally, we may not redeem the Series A Preferred Shares until November 2, 2016. On and after November 2, 2016, we may, at our option, redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per share, plus any accumulated and unpaid distributions to, but not including, the date of redemption. In addition, upon the occurrence of a change of control the result of which is that our common shares of beneficial interest, par value $0.01 per share, or common shares, and the common securities of the acquiring or surviving entity (or American Depositary Receipts representing such securities) are not listed on the New York Stock Exchange, the NYSE Amex Equities or the NASDAQ Stock Market or listed or quoted on a successor exchange or quotation system, we may, at our option, redeem the Series A Preferred Shares, in whole or in part and no later than 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accumulated and unpaid distributions to, but not including, the date of redemption. If we exercise any of our redemption rights relating to the Series A Preferred Shares, the holders of Series A Preferred Shares will not have the conversion right described below. The Series A Preferred Shares have no maturity date and will remain outstanding indefinitely unless redeemed by us or converted into common shares in connection with a change of control by the holders of Series A Preferred Shares.