UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
November 28, 2017
Date of Report (Date of Earliest Event Reported)
LIFE STORAGE, INC.
LIFE STORAGE LP
(Exact Name of Registrant as Specified in Its Charter)
| | | | |
Maryland (Life Storage, Inc.) | | 1-13820 | | 16-1194043 |
| | |
Delaware (Life Storage LP) | | 0-24071 | | 16-1481551 |
(State or Other Jurisdiction
Of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
6467 Main Street
Williamsville, New York 14221
(Address of Principal Executive Offices)
(716)633-1850
(Registrants’ Telephone Number, Including Area Code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
| | ☐ | Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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) orRule 12b-2 of the Securities Exchange Act of1934 (§240.12b-2 of this chapter).
Life Storage, Inc.:
Emerging growth company ☐
Life Storage LP:
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.
Life Storage, Inc. ☐
Life Storage LP ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 28, 2017, Life Storage, Inc. (the “Company”), Life Storage LP (the “Operating Partnership”) and Life Storage Holdings, Inc., the general partner of the Operating Partnership (the “General Partner”), entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters (the “Underwriters”), relating to the public offering (the “Offering”) by the Operating Partnership of $450 million aggregate principal amount of the Operating Partnership’s 3.875% senior notes due 2027 (the “Notes”). The Notes will be issued at 99.523% of par value. Interest on the Notes is payable semi-annually on June 15 and December 15 of each year, commencing June 15, 2018. The Notes will mature on December 15, 2027. The Notes will be fully and unconditionally guaranteed by the Company (the “Guarantee”). The Offering is expected to close on December 7, 2017, subject to customary closing conditions. Net proceeds to the Operating Partnership from the Offering, before expenses, will be approximately $444.9 million.
The Operating Partnership intends to use net proceeds from the Offering to repay $225 million of principal owing under the $325 million unsecured term note of the Operating Partnership and the Company maturing June 4, 2020, along with swap breakage fees payable in connection therewith, and the balance to pay amounts owing under the unsecured line of credit of the Operating Partnership and the Company which matures on December 10, 2019
The Company, the Operating Partnership and the General Partner made certain customary representations, warranties and covenants in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the full text of the Underwriting Agreement, which is being filed as Exhibit 1.1 to this Current Report on Form8-K and is incorporated herein by reference.
The Offering of the Notes and related Guarantee were made pursuant to a registration statement on FormS-3 (File Nos.333-211985 and333-211985-01), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on June 13, 2016. A prospectus supplement, dated November 28, 2017, relating to the Notes and the Guarantee and supplementing the prospectus was filed with the SEC pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
| | (d) | The following exhibits are filed herewith: |
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated as of November 28, 2017, between Life Storage, Inc., Life Storage LP, Life Storage Holdings, Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and SunTrust Robinson Humphrey, Inc., as representatives for the several underwriters named therein. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | |
| | | | LIFE STORAGE, INC. |
| | |
| Date: November 29, 2017 | | | | |
| | | |
| | | | By | | /s/ Andrew J. Gregoire |
| | | | Name: | | Andrew J. Gregoire |
| | | | Title: | | Chief Financial Officer |
| | |
| | | | LIFE STORAGE LP |
| | |
| Date: November 29, 2017 | | | | By: LIFE STORAGE HOLDINGS, INC., as General Partner |
| | | |
| | | | By | | /s/ Andrew J. Gregoire |
| | | | Name: | | Andrew J. Gregoire |
| | | | Title: | | Chief Financial Officer |
