| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 22, 2019, 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 Citigroup Global Markets Inc., Wells Fargo Securities, LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters (the “Underwriters”), relating to the public offering (the “Offering”) by the Operating Partnership of $350 million aggregate principal amount of the Operating Partnership’s 4.000% senior notes due 2029 (the “Notes”). The Notes will be issued at 99.476% of the principal amount due. Interest on the Notes is payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2019. The Notes will mature on June 15, 2029. The Notes will be fully and unconditionally guaranteed by the Company (the “Guarantee”). The Offering is expected to close on June 3, 2019, subject to customary closing conditions. Net proceeds to the Operating Partnership from the Offering, before expenses, will be approximately $345.9 million.
The Operating Partnership intends to use net proceeds from the Offering to repay in full the $100 million unsecured term note of the Operating Partnership and the Company maturing June 4, 2020 and amounts outstanding under the unsecured line of credit of the Operating Partnership and the Company which matures on March 10, 2023, with the balance being used for general corporate purposes. Affiliates of Citigroup Global Markets Inc., Wells Fargo Securities, LLC, U.S. Bancorp Investments, Inc., SunTrust Robinson Humphrey, Inc., HSBC Securities (USA) Inc., and BB&T Capital Markets, a division of BB&T Securities, LLC are lenders under the unsecured line of credit and unsecured term loans of the Operating Partnership and the Company. Upon the application of a portion of the net proceeds from the Offering to repay amounts outstanding under the term notes and unsecured line of credit, each such lender will receive its proportionate share of the amounts being repaid.
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.333-225620 and333-225620-01), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on June 14, 2018. A prospectus supplement, dated May 22, 2019, 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 |
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| 1.1 | | Underwriting Agreement, dated as of May 22, 2019, among Life Storage, Inc., Life Storage LP, Life Storage Holdings, Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC and U.S. Bancorp Investments, Inc., as representatives for the several underwriters named therein. |
