SALT
LAKE CITY, July 24, 2023 /PRNewswire/ -- Extra Space
Storage Inc. ("EXR") (NYSE: EXR) announced today the final results
of its previously announced offers to exchange all validly tendered
and accepted notes of each series listed in the table below
(collectively, the "Life Storage Notes") previously issued by Life
Storage LP ("Life Storage OP") and guaranteed by Life Storage LLC
(f/k/a Life Storage, Inc.) ("LSI" and together with Life Storage
OP, "Life Storage"), for new 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"). 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.
As of 5:00 p.m., New York City time, on July 21, 2023 (the "Expiration Date"), the
aggregate principal amounts listed in the table below of each
series of Life Storage Notes had been validly tendered and not
validly withdrawn in connection with the exchange offers and
consent solicitations (together, the "Exchange Offers"). In
addition, as of the Expiration Date, the conditions required for
the consummation of the Exchange Offers had been met. These
conditions included, among other things, (i) the receipt of valid
consents to the Proposed Amendments from the holders of at least a
majority of the outstanding aggregate principal amount of each
series of Life Storage Notes, each voting as a separate series and
(ii) the consummation of the Mergers (as defined in the Prospectus
referred to below), which closed on July 20,
2023. The final settlement of the Exchange Offers is
expected to take place on or about July 25,
2023.
Series of Notes
Issued by Life
Storage OP to be Exchanged
|
CUSIP No. of
Life
Storage Notes
|
Outstanding
Principal
Amount Tendered as of the
Expiration Date
|
Percent of
Aggregate
Principal Amount Tendered
as of the Expiration Date
|
3.500% Senior Notes due
2026
|
84610W AB1
|
$582,627,000
|
97.10 %
|
3.875% Senior Notes due
2027
|
53227J AA2
|
$440,493,000
|
97.89 %
|
4.000% Senior Notes due
2029
|
53227J AB0
|
$331,223,000
|
94.64 %
|
2.200% Senior Notes due
2030
|
53227J AC8
|
$397,007,000
|
99.25 %
|
2.400% Senior Notes due
2031
|
53227J AD6
|
$599,788,000
|
99.96 %
|
The Exchange Offers were made pursuant to the terms and
conditions set forth in Extra Space's prospectus, dated
June 16, 2023 (the "Prospectus"),
which forms a part of the Registration Statement, that contains a
more complete description of the terms and conditions of the
Exchange Offers.
The dealer managers for the Exchange Offers were:
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
was:
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
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 were made only pursuant to the terms and conditions
of the Prospectus and the other related materials.
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 (following the combination with Life Storage) operates
as well as beliefs and assumptions of management of Extra Space.
Such statements involve uncertainties that could significantly
impact financial results of Extra Space. 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 expects or anticipates will occur
in the future — including statements relating to acquisition and
development activity, disposition activity, general conditions in
the geographic areas where Extra Space operates, and Extra Space's
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
believes the expectations reflected in any forward-looking
statements are based on reasonable assumptions, Extra Space cannot
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) risks related to diverting the
attention of Extra Space's management from ongoing business
operations; (ii) failure to realize the expected benefits of the
Mergers; (iii) significant transaction costs and/or unknown or
inestimable liabilities; (iv) the risk of stockholder litigation in
connection with the Mergers, including resulting expense; (v) 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; (vi) 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; (vii) the effect of the Mergers on
the ability of Extra Space to operate its business and retain and
hire key personnel and to maintain favorable business
relationships; (viii) other risks related to the completion of the
Mergers and Exchange Offers and actions related thereto; (ix)
national, international, regional and local economic and political
climates and conditions; (x) changes in global financial markets
and interest rates; (xi) increased or unanticipated competition for
Extra Space's properties; (xii) risks associated with acquisitions,
dispositions and development of properties, including increased
development costs due to additional regulatory requirements related
to climate change; (xiii) maintenance of real estate investment
trust status, tax structuring and changes in income tax laws and
rates; (xiv) availability of financing and capital, the levels of
debt that Extra Space maintains and its credit ratings; (xv)
environmental uncertainties, including risks of natural disasters;
(xvi) risks related to the coronavirus pandemic; (xvii) those
additional risks and factors discussed in the reports filed with
the SEC by Extra Space from time to time, including those discussed
under the heading "Risk Factors" in Extra Space's most recently
filed report on Form 10-K and Form 10-Q; and (xviii) other risks
and uncertainties set forth in the Prospectus in the section
entitled "Risk Factors." Extra Space does not undertake any duty to
update any forward-looking statements appearing in this
communication except as may be required by law.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/extra-space-announces-expiration-and-final-results-of-exchange-offers-and-consent-solicitations-301883614.html
SOURCE Extra Space Storage Inc.