Extra Space Storage launches exchange offer for Life Storage notes

By Mary-Katherine Stinson

Lexington, Ky., June 5 – Extra Space Storage Inc.’s operating partnership Extra Space Storage LP launched an exchange offer and consent solicitation for five series of notes, according to a press release.

Specifically, the company is offering to exchange notes from five series, issued by Life Storage LP and guaranteed by Life Storage, Inc., for notes to be issued by Extra Space LP and guaranteed by Extra Space Storage Inc. and subsidiaries ESS Holdings Business Trust I and ESS Holdings Business Trust II.

The notes covered under the offer with the maximum exchange amounts are as follows:

• $600 million outstanding 3.5% senior notes due 2026 (Cusip: 84610WAB1) to be exchanged for up to a total principal amount of $600 million of new 3.5% senior notes due 2026;

• $450 million outstanding 3.875% senior notes due 2027 (Cusip: 53227JAA2) to be exchanged for up to a total principal amount of $450 million of new 3.875% senior notes due 2027;

• $350 million outstanding 4% senior notes due 2029 (Cusip: 53227JAB0) to be exchanged for up to a total principal amount of $350 million of new 4% senior notes due 2029;

• $400 million outstanding 2.2% senior notes due 2030 (Cusip: 53227JAC8) to be exchanged for up to a total principal amount of $400 million of new 2.2% senior notes due 2030; and

• $600 million outstanding 2.4% senior notes due 2031 (Cusip: 53227JAD6) to be exchanged for up to a total principal amount of $600 million of new 2.4% senior notes due 2031.

Each series of notes will be exchanged for a total consideration of $1,000 new Extra Storage notes per $1,000 of Life Storage notes tendered plus $1 cash, which includes an early participation premium of $30 in principal of the corresponding series of Extra Storage notes for those holders who tender by the early consent date of 5 p.m. ET on June 16.

Holders who tender after the early consent date but before the expiration date of 5 p.m. ET on July 21 will be entitled to receive $970 principal amount of the corresponding series of Extra Storage notes per $1,000 of Life Storage notes tendered plus $1 cash.

In connection with the exchange offers, Extra Space is also soliciting consents from Life Storage noteholders to amend the Life Storage notes’ indenture to eliminate substantially all of the restrictive covenants and any of Life Storage's reporting obligations other than those required by law.

Tendered Life Storage notes and related consents may be withdrawn at any time prior to the expiration date, although consents to the proposed amendments delivered prior to the early consent date are irrevocable.

The exchange offers are conditioned on the consummation of the mergers, currently expected to close in the second half of 2023 subject to customary closing conditions, receipt of valid consents from the holders of at least a majority of the outstanding aggregate principal amount of each series of the Life Storage notes and the valid tender without withdrawal of a majority in aggregate principal amount of the Life Storage notes not held by Life Storage or any person controlled by Life Storage as of the expiration date.

The closing of the mergers is not conditioned upon the completion of the exchange offer.

The dealer managers for the offers are TD Securities (USA) LLC (866 584-2096, 212 827-2842, LM@tdsecurities.com), U.S. Bancorp Investments, Inc. (800 479-3441, 917 558-2756, liabilitymanagement@usbank.com) and Wells Fargo Securities, LLC (866 309-6316, 704 410-4759, liabilitymanagement@wellsfargo.com).

D.F. King & Co., Inc. (212 269-5550, 800 859-8508, extraspace@dfking.com) is the exchange and information agent.

The self-storage real estate investment trust has headquarters in Salt Lake City.

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