false 0001289490 0001289490 2021-09-13 2021-09-13

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

September 13, 2021

(Date of Report (Date of Earliest Event Reported))

 

 

EXTRA SPACE STORAGE INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland   001-32269   20-1076777
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)

2795 East Cottonwood Parkway, Suite 300

Salt Lake City, Utah 84121

(Address of Principal Executive Offices)

 

 

(801) 365-4600

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934

 

Title of each class

 

Trading symbol

 

Name of each exchange on which registered

Common Stock, $0.01 par value   EXR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  


Item 8.01

Other Events.

On September 13, 2021, Extra Space Storage LP (the “Issuer”), Extra Space Storage Inc. (the “Company”), ESS Holdings Business Trust I (“EHBT I”) and ESS Holdings Business Trust II (“EHBT II” and, together with the EHBT I and the Company, the “Guarantors”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein (the “Underwriters”), with respect to an underwritten public offering of $600 million aggregate principal amount of the Issuer’s 2.350% senior notes due 2032 (the “Notes”). The Notes will be fully and unconditionally guaranteed by the Guarantors. The description of the Underwriting Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by the full text of the Underwriting Agreement. The press release announcing the pricing of the Notes is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Certain of the Underwriters and their affiliates have engaged in, and may in the future engage in from time to time, investment banking and other commercial dealings in the ordinary course of business with the Company, for which they have received customary fees and commissions. In addition, certain of the Underwriters and/or their affiliates are lenders under the Company’s secured line of credit and/or its senior unsecured line of credit. The Company intends to use the net proceeds from the offering to fund potential acquisition opportunities, to repay amounts outstanding from time to time under its lines of credit, and for other general corporate and working capital purposes, and to the extent that the Company uses any of the net proceeds from the offering to repay indebtedness, such Underwriters or their affiliates will receive their proportionate share of any amount of the outstanding borrowings that is repaid with the net proceeds from the offering.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   Description
1.1    Underwriting Agreement, dated September 13, 2021, among Extra Space Storage Inc., Extra Space Storage LP, ESS Holdings Business Trust I, ESS Holdings Business Trust II, and Wells Fargo Securities, LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein.
99.1    Press Release issued by Extra Space Storage Inc. on September 13, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    EXTRA SPACE STORAGE INC.
Date: September 14, 2021     By  

/s/ Gwyn McNeal

      Name:   Gwyn McNeal
      Title:   Executive Vice President and Chief Legal Officer
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