| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 22, 2023, Extra Space Storage LP (the “Operating Partnership”), the operating partnership subsidiary of Extra Space Storage Inc. (the “Company”), entered into a third amended and restated credit agreement (the “Credit Agreement”) with (i) certain lenders named therein, (ii) U.S. Bank National Association, as administrative agent, (iii) the following co-syndication agents: Bank of America, N.A., BMO Harris Bank, N.A., JPMorgan Chase Bank, N.A., PNC Bank, National Association, TD Bank, N.A., Truist Bank and Wells Fargo Bank, National Association, with respect to the Revolving Credit Facility (as defined below), Bank of America, N.A. and Wells Fargo Bank, National Association, with respect to the Tranche 1 Term Loan Facility (as defined below), TD Bank, N.A., Wells Fargo Bank, National Association and PNC Bank, National Association, with respect to the Tranche 2 Term Loan Facility (as defined below), PNC Bank, National Association, with respect to the Tranche 3 Term Loan Facility (as defined below), TD Bank, N.A., with respect to the Tranche 4 Term Loan Facility (as defined below), TD Bank, N.A. and JPMorgan Chase Bank, N.A. with respect to the Tranche 6 Term Loan Facility (as defined below), TD Bank, N.A., The Huntington National Bank, PNC Bank, National Association and Truist Bank with respect to the Tranche 7 Term Loan Facility (as defined below) and BMO Harris Bank, N.A., JPMorgan Chase Bank, N.A., PNC Bank, National Association, TD Bank, N.A., Truist Bank and Wells Fargo Bank, National Association with respect to the Tranche 8 Term Loan Facility (as defined below), (iv) the following co-documentation agents: BOKF, NA, Citibank, N.A., Fifth Third Bank, National Association, Regions Bank, The Bank of Nova Scotia and Zions Bancorporation, N.A. with respect to the Revolving Credit Facility, TD Bank, N.A., BMO Harris Bank, N.A., JPMorgan Chase Bank, N.A. and Regions Bank, with respect to the Tranche 1 Term Loan Facility, Regions Bank, with respect to the Tranche 6 Term Loan Facility and Tranche 7 Term Loan Facility and BOKF, NA, Citibank, N.A., Fifth Third Bank, National Association, Regions Bank, The Bank of Nova Scotia and The Huntington National Bank with respect to the Tranche 8 Term Loan Facility and, (v) the following joint lead arrangers and book runners: U.S. Bank National Association, BofA Securities, Inc., BMO Capital Markets Corp., JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, Regions Capital Markets, TD Bank, N.A., Truist Bank and Wells Fargo Securities, LLC, as joint lead arrangers with respect to the Revolving Credit Facility, U.S. Bank National Association, BofA Securities, Inc., BMO Capital Markets Corp., JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, TD Bank, N.A., Truist Bank and Wells Fargo Securities, LLC, as joint book runners with respect to the Revolving Credit Facility, U.S. Bank National Association, BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint book runners with respect to the Tranche 1 Term Loan Facility, U.S. Bank National Association, Wells Fargo Securities, LLC, TD Bank, N.A. and PNC Capital Markets LLC, as joint lead arrangers with respect to the Tranche 2 Term Loan Facility, U.S. Bank National Association, Wells Fargo Securities, LLC and PNC Capital Markets LLC, as joint book runners with respect to the Tranche 2 Term Loan Facility, U.S. Bank National Association, PNC Capital Markets LLC and TD Bank, N.A., as joint lead arrangers with respect to the Tranche 3 Term Loan Facility, U.S. Bank National Association, as sole book runner with respect to the Tranche 3 Term Loan Facility, U.S. Bank National Association and TD Bank, N.A., as joint lead arrangers with respect to the Tranche 4 Term Loan Facility and U.S. Bank National Association as sole book runner with respect to the Tranche 4 Term Loan Facility, U.S. Bank National Association, TD Bank, N.A. and JPMorgan Chase Bank, N.A. as joint lead arrangers with respect to the Tranche 6 Term Loan Facility, U.S. Bank National Association as sole book runner with respect to the Tranche 6 Term Loan Facility, U.S. Bank National Association, TD Bank, N.A., Truist Securities, Inc., The Huntington National Bank and PNC Capital Markets LLC as joint lead arrangers with respect to the Tranche 7 Term Loan Facility, U.S. Bank National Association as sole book runner with respect to the Tranche 7 Term Loan Facility, U.S. Bank National Association, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, Regions Capital Markets, TD Bank, N.A., Truist Bank and Wells Fargo Securities, LLC, as joint lead arrangers with respect to the Tranche 8 Term Loan Facility, U.S. Bank National Association, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, TD Bank, N.A., Truist Bank and Wells Fargo Securities, LLC as joint book runners with respect to the Tranche 8 Term Loan Facility. The Company joined in the Credit Agreement for certain limited purposes as set forth therein. The Credit Agreement amended and restated in its entirety an existing second amended and restated credit agreement, dated as of June 22, 2021, by and among the Operating Partnership, U.S. Bank National Association, as administrative agent, and the lending institutions listed on the signature pages thereof and joined in by the Company for certain limited purposes as set forth therein.
The Credit Agreement provides for aggregate borrowings of up to $4.865 billion, consisting of a senior unsecured revolving credit facility of $1.94 billion, due June 20, 2027 (the “Revolving Credit Facility”), a senior unsecured term loan of $400.0 million, due January 31, 2027 (the “Tranche 1 Term Loan Facility”), a senior unsecured term loan of $425.0 million, due October 13, 2026 (the “Tranche 2 Term Loan Facility”), a senior unsecured term loan of $245.0 million, due January 30, 2025 (the “Tranche 3 Term Loan Facility”), a senior unsecured term loan of $255.0 million, due June 29, 2026 (the “Tranche 4 Term Loan Facility”), a senior unsecured term loan of $175.0 million, due January 28, 2028 (the “Tranche 6 Term Loan Facility”), a senior unsecured term loan of $425.0 million, due July 27, 2029 (the “Tranche 7 Term Loan Facility”) and a senior unsecured term loan of $1,000.0 million, due June 22, 2024 (the “Tranche 8 Term Loan Facility” and, together with the Tranche 1 Term Loan Facility, the Tranche 2 Term Loan Facility, the Tranche 3 Term Loan Facility, the Tranche 4 Term Loan Facility, the Tranche 6 Term Loan Facility and the Tranche 7 Term Loan Facility, the “Term Loan Facilities” and, together with the Revolving Credit Facility, the “Credit Facility”). The Operating Partnership may increase the amount of the commitments under the Credit Facility up to an aggregate of $5.925 billion. The Operating Partnership may extend the term of the Revolving Credit Facility for up to two additional periods of six months each, and may extend the term of the Tranche 8 Term Loan Facility for one additional period of twelve months, in each case, after satisfying certain conditions.
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