SALT
LAKE CITY, June 20, 2023 /PRNewswire/ -- Extra
Space Storage Inc. ("EXR") (NYSE: EXR) announced today that as of
5:00 p.m., New York City time, on June 16, 2023 (the "Early Consent Date"), the
aggregate principal amounts of each series of notes listed in the
table below (collectively, the "Life Storage Notes") previously
issued by Life Storage LP ("Life Storage OP") and guaranteed by
Life Storage, Inc. ("LSI" and together with Life Storage OP, "Life
Storage"), had been validly tendered and not validly withdrawn in
connection with EXR's previously announced offers to exchange all
validly tendered and accepted Life Storage Notes of each such
series for notes to be issued by Extra Space Storage LP ("Extra
Space OP" and together with EXR, "Extra Space" or the "Company")
and guaranteed by EXR and certain of its subsidiaries
(collectively, the "EXR Notes"), and the related solicitation of
consents from holders of the Life Storage Notes to amend the
indenture governing the Life Storage Notes to eliminate (1)
substantially all of the restrictive covenants in the Life Storage
indenture and (2) any of Life Storage's reporting obligations under
the Life Storage Notes other than those required by applicable law
(together, the "Proposed Amendments"). Extra Space is hereby
amending the terms of the Exchange Offers (as defined below) so
that, for each $1,000 principal
amount of Life Storage Notes validly tendered for exchange (and not
validly withdrawn) after the Early Consent Date but prior to the
Expiration Date (which is 5:00 p.m.,
New York City time, on
July 21, 2023 unless extended),
eligible holders of Life Storage Notes will now also be eligible to
receive $1,000 principal amount of
EXR Notes plus $1.00 in cash, which
includes the early participation premium (the "Total
Consideration"). To be eligible to receive the Total Consideration,
holders of Life Storage Notes must validly tender (and not validly
withdraw) their Life Storage Notes at or prior to the Expiration
Date. A Registration Statement on Form S-4 (File No. 333-272407)
(the "Registration Statement") relating to the issuance of the EXR
Notes was filed with the Securities and Exchange Commission ("SEC")
on June 5, 2023, and was declared
effective by the SEC on June 16,
2023.
Series of Notes
Issued by Life
Storage OP to be Exchanged
|
CUSIP
No.
|
Outstanding
Principal Amount
Tendered as of the Early
Consent Date
|
Percent of Aggregate
Principal
Amount Tendered as of the Early
Consent Date
|
3.500% Senior Notes due
2026
|
84610W AB1
|
$582,337,000
|
97.06 %
|
3.875% Senior Notes due
2027
|
53227J AA2
|
$437,548,000
|
97.23 %
|
4.000% Senior Notes due
2029
|
53227J AB0
|
$327,564,000
|
93.59 %
|
2.200% Senior Notes due
2030
|
53227J AC8
|
$396,924,000
|
99.23 %
|
2.400% Senior Notes due
2031
|
53227J AD6
|
$599,736,000
|
99.96 %
|
As of the Early Consent Date, Extra Space has received valid
consents to the Proposed Amendments from the holders of at least a
majority of the outstanding aggregate principal amount of each
series of the Life Storage Notes, each voting as a separate series.
Accordingly, subject to the below, the Proposed Amendments will
become effective on the settlement date, which is expected to be on
or about the second business day following the Expiration Date. The
consummation of the exchange offers and consent solicitations
(together, the "Exchange Offers") is subject to, and conditional
upon, the satisfaction or waiver (other than the waiver of the
condition requiring consummation of the Mergers (as defined in the
Preliminary Prospectus referred to below)) of the conditions set
forth in Extra Space's preliminary prospectus, dated June 5, 2023 (the "Preliminary Prospectus"),
which forms a part of the Registration Statement, including, among
other things, the consummation of the Mergers, which are currently
expected to close in the second half of 2023 subject to customary
closing conditions. Tendered Life Storage Notes may be validly
withdrawn at any time prior to the Expiration Date. Consents to the
Proposed Amendments delivered prior to the Early Consent Date may
no longer be withdrawn as the Early Consent Date has passed.
Consents to the Proposed Amendments delivered after the Early
Consent Date and before the Expiration Date may be withdrawn at any
time prior to the Expiration Date. Extra Space may terminate or
withdraw the Exchange Offers at any time for any reason. The
Exchange Offers will expire at 5:00 p.m., New York City time on July 21, 2023, unless extended.
The closing of the Mergers is not conditioned upon the
completion of the Exchange Offers.
The dealer managers for the Exchange Offers are:
TD Securities (USA)
LLC
1 Vanderbilt Avenue,
11th Floor
New York, New York
10017
Attention: Liability
Management Group
Toll-Free: (866)
584-2096
Collect: (212)
827-2842
Email:
LM@tdsecurities.com
|
U.S. Bancorp
Investments, Inc.
1095 Avenue of the
Americas, 13th Floor
New York, New York
10036
Attention: Liability
Management Group
Toll-Free: (800)
479-3441
Collect: (917)
558-2756
Email:
liabilitymanagement@usbank.com
|
Wells Fargo Securities,
LLC
550 South Tryon Street,
5th Floor
Charlotte, North
Carolina 28202
Attention: Liability
Management Group
Collect: (704)
410-4759
Toll-Free: (866)
309-6316
Email:
liabilitymanagement@wellsfargo.com
|
The exchange agent and information agent for the Exchange Offers
is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attn: Michael Horthman
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (800) 859-8508
Email: extraspace@dfking.com
Requests for copies of the Preliminary Prospectus can be made
directly to the exchange agent and information agent listed above
or by visiting the investor relations page of the Extra Space
website at: https://ir.extraspace.com.
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities described
herein and is also not a solicitation of the related consents. The
Exchange Offers are being made only pursuant to the terms and
conditions of the Preliminary Prospectus and the other related
materials. A Registration Statement relating to the EXR Notes has
been filed with the SEC and was declared effective on June 16, 2023.
About Extra Space Storage
Extra Space Storage Inc., headquartered in Salt Lake City, is a fully integrated,
self-administered and self-managed real estate investment trust,
and a member of the S&P 500. As of March
31, 2023, the Company owned and/or operated 2,388
self-storage properties, which comprise approximately 1.7 million
units and approximately 180.0 million square feet of rentable
storage space offering customers conveniently located and secure
storage units across the country, including boat storage, RV
storage and business storage. The Company is the second largest
owner and/or operator of self-storage properties in the United States and is the largest
self-storage management company in the
United States.
Forward-Looking Statements
The statements in this communication that are not historical
facts are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. These
forward-looking statements are based on current expectations,
estimates and projections about the industry and markets in which
Extra Space and Life Storage operate as well as beliefs and
assumptions of management of Extra Space and management of Life
Storage. Such statements involve uncertainties that could
significantly impact financial results of Extra Space or Life
Storage. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," "may," "could," and
"will", including variations of such words and similar expressions,
are intended to identify such forward-looking statements, which
generally are not historical in nature. All statements that address
operating performance, events or developments that Extra Space or
Life Storage expect or anticipate will occur in the future —
including statements relating to the Mergers and the Exchange
Offers, acquisition and development activity, disposition activity,
general conditions in the geographic areas where Extra Space or
Life Storage operate, and Extra Space's and Life Storage's
respective debt, capital structure and financial position — are
forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although Extra Space and
Life Storage believe the expectations reflected in any
forward-looking statements are based on reasonable assumptions,
neither Extra Space nor Life Storage can give assurance that these
expectations will be attained and therefore actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. Some of the factors that may
affect outcomes and results include, but are not limited to: (i)
Extra Space's and Life Storage's ability to complete the proposed
Mergers and Exchange Offers on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties
related to securing the necessary stockholder approvals and
satisfaction of other closing conditions to consummate the proposed
Mergers and Exchange Offers; (ii) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement relating to the proposed
Mergers; (iii) risks related to diverting the attention of Extra
Space's and Life Storage's management from ongoing business
operations; (iv) failure to realize the expected benefits of the
proposed Mergers; (v) significant transaction costs and/or unknown
or inestimable liabilities; (vi) Extra Space's ability to complete
the proposed financing transactions on the proposed terms or on the
anticipated timeline, or at all; (vii) the risk of stockholder
litigation in connection with the proposed Mergers, including
resulting expense or delay; (viii) the risk that Life Storage's
business will not be integrated successfully or that such
integration may be more difficult, time-consuming or costly than
expected; (ix) risks related to future opportunities and plans for
the combined company, including the uncertainty of expected future
financial performance and results of the combined company following
completion of the proposed Mergers; (x) the effect of the
announcement of the proposed Mergers on the ability of Extra Space
and Life Storage to operate their respective businesses and retain
and hire key personnel and to maintain favorable business
relationships; (xi) risks related to the market value of the EXR
common stock to be issued in the proposed Mergers; (xii) other
risks related to the completion of the proposed Mergers and
Exchange Offers and actions related thereto; (xiii) national,
international, regional and local economic and political climates
and conditions; (xiv) changes in global financial markets and
interest rates; (xv) increased or unanticipated competition for
each of Extra Space's or Life Storage's properties; (xvi) risks
associated with acquisitions, dispositions and development of
properties, including increased development costs due to additional
regulatory requirements related to climate change; (xvii)
maintenance of real estate investment trust status, tax structuring
and changes in income tax laws and rates; (xviii) availability of
financing and capital, the levels of debt that each of Extra Space
and Life Storage maintain and their respective credit ratings;
(xix) environmental uncertainties, including risks of natural
disasters; (xx) risks related to the coronavirus pandemic; (xxi)
those additional risks and factors discussed in the reports filed
with the SEC by Extra Space and Life Storage from time to time,
including those discussed under the heading "Risk Factors" in their
respective most recently filed reports on Form 10-K and Form 10-Q;
and (xxii) other risks and uncertainties set forth in the
Prospectus in the section entitled "Risk Factors." Neither Extra
Space nor Life Storage undertakes any duty to update any
forward-looking statements appearing in this communication except
as may be required by law.
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SOURCE Extra Space Storage Inc.