Item 8.01 Other Events.
On August 9, 2021, Extra Space Storage Inc. (the "Company") and Extra Space
Storage LP (the "Operating Partnership") entered into an equity distribution
agreement (the "Equity Distribution Agreement") with each of BMO Capital Markets
Corp., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global
Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Regions Securities LLC,
TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities,
LLC, each as sales agents and/or principals (collectively, the "Sales Agents").
Under the terms of the Equity Distribution Agreement, the Company may issue and
sell from time to time through or to the Sales Agents, as sales agents and/or
principals, shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"), having an aggregate offering price of up to $800.0 million (the
"Securities").
The Equity Distribution Agreement replaces and supersedes the previous equity
distribution agreements in effect with any of the Sales Agents, under which the
Company sold approximately $126.1 million. The $800.0 million aggregate offering
price includes shares of Common Stock that remain unsold under the previous
agreements.
Sales of the Securities, if any, under the Equity Distribution Agreement may be
made in negotiated transactions or transactions that are deemed to be "at the
market" offerings as defined in Rule 415 under the Securities Act of 1933, as
amended (the "Securities Act"), including without limitation sales made directly
on the New York Stock Exchange, on any other existing trading market for the
Common Stock or through or to a market maker. The Sales Agents, subject to
mutual agreement among the Sales Agents and the Company, may also sell
Securities by any other method permitted by law, including but not limited to in
privately negotiated transactions. The Sales Agents are not required to sell any
specific number or dollar amount of the Securities, but each Sales Agent will
use its commercially reasonable efforts consistent with its normal trading and
sales practices to sell such Securities up to the amount specified, and
otherwise in accordance with mutually agreed terms among the Sales Agents and
the Company. The Company has no obligation to sell any Securities under the
Equity Distribution Agreement, and, upon giving notice to the Sales Agents, may
at any time suspend solicitation and offers under the Equity Distribution
Agreement or terminate the Equity Distribution Agreement. The Sales Agents will
be paid compensation of up to 2.0% of the gross proceeds from the sales of any
Securities sold under the Equity Distribution Agreement.
The Company intends to contribute the net proceeds from the sales of the
Securities to the Operating Partnership, which intends to subsequently use such
net proceeds to fund potential acquisition opportunities, to repay amounts
outstanding from time to time under the Company's lines of credit and for other
general corporate and working capital purposes.
The Securities will be issued pursuant to the Company's effective registration
statement on Form S-3 (Registration Statement No. 333-254236) previously filed
with and declared effective by the Securities and Exchange Commission (the
"SEC") and a prospectus supplement and accompanying prospectus, filed with the
SEC pursuant to Rule 424(b) under the Securities Act.
The foregoing descriptions of the material terms of the Equity Distribution
Agreement and the transactions contemplated thereby do not purport to be
complete and are qualified in their entirety by reference to the full text of
the Equity Distribution Agreement, which is filed as an exhibit to this report
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
1.1 Equity Distribution Agreement, dated as of August 9, 2021, among the
Company, the Operating Partnership and the Sales Agents.
5.1 Opinion of Venable LLP.
23.1 Consent of Venable LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
2
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