Extra Space Storage Inc. - Exchange & Consent Offer - Early Results

Extra Space Announces Results of Early Participation in Exchange Offers and Consent Solicitations and Extension of the Early Participation Premium

20 JUNE 2023

Full announcement, including disclaimers and offer restrictions, available via SEC

"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Life Storage, Inc. (“LSI” and together with Life Storage OP, “Life Storage”), had been validly tendered and not validly withdrawn in connection with EXR’s previously announced offers to exchange all validly tendered and accepted Life Storage Notes of each such series for notes to be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below) so that, for each $1,000 principal amount of Life Storage Notes validly tendered for exchange (and not validly withdrawn) after the Early Consent Date but prior to the Expiration Date (which is 5:00 p.m., New York City time, on July 21, 2023 unless extended), eligible holders of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."

"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."

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Extra Space To Commence Exchange Offers And Consent Solicitations

05 JUNE 2023

Full announcement, including disclaimers and offer restrictions, available via Prnewswire

"SALT LAKE CITY, June 5, 2023 /PRNewswire/ -- Extra Space Storage Inc. ("EXR") (NYSE: EXR) announced today that its operating partnership, Extra Space Storage LP ("Extra Space OP" and together with EXR, "Extra Space" or the "Company"), will commence offers to exchange all validly tendered and accepted notes of the following series (the "Life Storage Notes") issued by Life Storage LP ("Life Storage OP") and guaranteed by Life Storage, Inc. ("LSI" and together with Life Storage OP, "Life Storage"), for notes to be issued by Extra Space OP and guaranteed by EXR and certain of its subsidiaries as described below (collectively the "EXR Notes"). A Registration Statement on Form S-4 (the "Registration Statement") relating to the issuance of the EXR Notes was filed with the Securities and Exchange Commission ("SEC") on June 5, 2023, but has not yet been declared effective.

• 3.500% Senior Notes due 2026 issued by Life Storage OP (the "2026 Notes") for up to an aggregate principal amount of $600,000,000 of new 3.500% Senior Notes due 2026 issued by Extra Space OP (the "New 2026 Notes");

• 3.875% Senior Notes due 2027 issued by Life Storage OP (the "2027 Notes") for up to an aggregate principal amount of $450,000,000 of new 3.875% Senior Notes due 2027 issued by Extra Space OP (the "New 2027 Notes");

• 4.000% Senior Notes due 2029 issued by Life Storage OP (the "2029 Notes") for up to an aggregate principal amount of $350,000,000 of new 4.000% Senior Notes due 2029 issued by Extra Space OP (the "New 2029 Notes");

• 2.200% Senior Notes due 2030 issued by Life Storage OP (the "2030 Notes") for up to an aggregate principal amount of $400,000,000 of new 2.200% Senior Notes due 2030 issued by Extra Space OP (the "New 2030 Notes"); and

• 2.400% Senior Notes due 2031 issued by Life Storage OP (the "2031 Notes") for up to an aggregate principal amount of $600,000,000 of new 2.400% Senior Notes due 2031 issued by Extra Space OP (the "New 2031 Notes").

The following table sets forth the Exchange Consideration (as defined herein), Early Participation Premium (as defined herein) and Total Consideration (as defined herein) for each series of Life Storage Notes:"

"In connection with the exchange offers, Extra Space is also soliciting consents from holders of the Life Storage Notes to amend (the "Proposed Amendments") 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. If the Proposed Amendments are adopted, the Life Storage Notes will be governed by the amended indenture. Holders of the Life Storage Notes under the amended indenture will no longer receive annual, quarterly and other reports from Life Storage, and will no longer be entitled to the benefits of various covenants and certain other provisions in the indenture."

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