Issuer:

CubeSmart, L.P.

Guarantor:

CubeSmart

Expected Ratings: (Moody’s / S&P)*:

Baa3 / BBB-

Security Type:

Senior Unsecured Notes

Type of Offering:

SEC Registered

Pricing Date:

December 10, 2013

Settlement Date:

December 17, 2013 (T+5)

Maturity Date:

December 15, 2023

Interest Payment Dates:

December 15 and June 15, beginning June 15, 2014

Principal Amount:

$250,000,000

Benchmark:

2.75% due November 15, 2023

Benchmark Price / Yield:

99-18 / 2.801%

Spread to Benchmark Treasury:

+ 170 bps

Yield to Maturity:

4.501%

Coupon:

4.375%

Public Offering Price:

98.995%

Optional Redemption:

The Issuer may redeem the notes, in whole or in part, at any time prior to maturity. If the notes are redeemed before September 15, 2023, the redemption price will equal the greater of: (i) 100% of the principal amount of the notes to be redeemed; and (ii) the sum of the present values of the remaining payments of principal and interest (not including any accrued and unpaid interest to the redemption date) discounted to the redemption date on a semi-annual basis at the applicable treasury rate plus 30 basis points, plus accrued and unpaid interest to, but excluding, the redemption date.

If the notes are redeemed on or after September 15, 2023, the redemption price will equal 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Extended Settlement:

The Issuer expects that the delivery of the notes will be made against payment therefor on or about the closing date specified on the cover page of this prospectus supplement, which is the fifth business day following the date of this prospectus supplement (the settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the SEC promulgated under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to that trade expressly agree otherwise at the time of the trade. Accordingly, purchasers who wish to trade the notes prior to the third business day preceding the closing date for the notes will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should

consult their own adviser.

CUSIP / ISIN:

22966R AB2 / US22966RAB24

Joint Book-Running Managers:

Wells Fargo Securities, LLC

Jefferies LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Co-Managers:

Barclays Capital Inc.

RBS Securities Inc.

Regions Securities LLC

SunTrust Robinson Humphrey, Inc.

U.S. Bancorp Investments, Inc.