On October 7, 2021, Life Storage LP (the Operating Partnership) completed the issuance and sale of $600 million aggregate principal amount of the Operating Partnerships 2.400% senior notes due October 15, 2031 (the Notes). Life Storage, Inc. (the Company) fully and unconditionally guarantees the payment of principal, premium, if any, and interest on the Notes (the Guarantee). The net proceeds to the Operating Partnership from the sale of the Notes, after deducting the underwriters discount and offering expenses payable by the Operating Partnership, are estimated to be approximately $589.4 million. The Operating Partnership intends to use net proceeds from the offering for general corporate purposes, which may include funding future acquisitions of self-storage properties, including acquisitions under contract to the extent such transactions close, and repaying indebtedness.
The Notes were issued under the indenture, dated as of June 20, 2016 (the Base Indenture), as supplemented by the Fifth Supplemental Indenture dated as of October 7, 2021 (the Fifth Supplemental Indenture, and together with the Base Indenture, the Indenture), among the Company, the Operating Partnership and Wells Fargo Bank, National Association, as trustee. The Notes will bear interest at the rate of 2.400% per annum, with interest payable in cash semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2022. The Notes will mature on October 15, 2031. The Notes are senior unsecured indebtedness of the Operating Partnership, ranking equally in right of payment with all of the Operating Partnerships other senior unsecured indebtedness outstanding from time to time. The Operating Partnership may redeem the Notes, at any time and from time to time, prior to July 15, 2031 (the Par Call Date), in whole or in part, at a make-whole redemption price equal to the greater of (i) 100% of the principal amount of the Notes then outstanding to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any accrued or unpaid interest), assuming that such Notes mature on the Par Call Date, discounted to the date of redemption on a semi-annual basis at a rate equal to the Adjusted Treasury Rate (as defined in the Fifth Supplemental Indenture) plus fifteen (15) basis points, in each case, plus accrued and unpaid interest to, but not including, the redemption date. On and after the Par Call Date, the Operating Partnership may redeem the Notes at any time in whole or in part and from time to time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the redemption date. The Indenture contains covenants that, among other things, restrict the ability of the Operating Partnership and its subsidiaries to, subject to certain exceptions, (i) incur additional secured and unsecured debt and (ii) to consummate a merger, consolidation or sale of all or substantially all of its assets. The Indenture also requires the Operating Partnership and its subsidiaries to maintain total unencumbered assets representing at least 150% of the outstanding principal amount of unsecured debt. These covenants are subject to a number of important exceptions and qualifications. The Base Indenture also contains customary events of default, including, among other things: (i) payment defaults, (ii) covenant defaults, (iii) cross-defaults to other material indebtedness and (iv) certain events of bankruptcy, which if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable. The offering of the Notes and related Guarantee were made pursuant to a registration statement on Form S-3(File Nos. 333-257031and 333-257031-01),which became effective upon filing with the Securities and Exchange Commission (the Commission) on June 11, 2021. A prospectus supplement, dated September 28, 2021, relating to the Notes and the Guarantee and supplementing the prospectus was filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended. The material terms of the Notes and related Guarantee are described in such prospectus supplement and accompanying prospectus. The Base Indenture was previously filed as Exhibit 4.1 to the Companys and the Operating Partnerships Current Report on Form 8-Kfiled with the Commission on June 20, 2016 and is incorporated herein by reference. The Fifth Supplemental Indenture, the Notes and related Guarantee are attached to this Current Report on Form 8-Kas Exhibits 4.1, 4.2 and 4.3, respectively, each of which is incorporated herein by reference. The foregoing is not a complete discussion of the Base Indenture, the Fifth Supplemental Indenture, the Notes and related Guarantee and is qualified in its entirety by reference to the full text of those documents, each of which is incorporated herein by reference.