Filed by Life Storage, Inc.
(Commission File No. 001-13820)
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Life Storage, Inc.
(Commission File No. 001-13820)
The following document was issued by Life Storage, Inc. (“Life Storage”) on April 3, 2023.
LSI – EXR Call Center Talking Points and Q&A
Below are talking points and Q&A to help you respond to questions you may receive from customers regarding Life Storage’s pending combination with Extra Space Storage. These messages have been approved by legal counsel, and it is important that you adhere to them in any conversations you have with customers regarding this matter.
Please do not speculate if you receive questions that cannot be answered with the below points. If appropriate, simply say that you do not have any additional information at this time.
Talking Points
| • | Extra Space Storage and Life Storage have entered into a definitive agreement under which Extra Space will acquire Life Storage in an all-stock transaction, creating a scaled and diversified self-storage leader. |
| • | Extra Space shares our customer-centric mindset and a commitment to their local communities. |
| • | Like us, they understand that customers want convenience, security and flexibility when safeguarding their treasured belongings. |
| • | By combining our broad footprints, leading technology and operating platforms, we will provide you with the most seamless and secure storage experience in the industry. |
| • | Importantly, until the transaction closes, which we expect to occur in the second half of 2023, we are operating as normal and Life Storage remains a separate, independent company. |
| • | Even after closing, we expect no near-term changes to your local Life Storage facility or the service we provide as a result of this transaction. |
| • | That means that you should not expect any changes to your contract, service or account. |
| • | Our customers are our top priority, and we are committed to making this transaction seamless for you. |
| • | We expect this combination with Extra Space will allow us to provide even better service to you while continuing to grow and invest in our business. |
| • | Thank you for your continued trust in Life Storage. We look forward to serving you for many years to come. |
Q&A
| 1. | How will this transaction impact customers? Do you expect any immediate impacts to service or rental rates as you integrate your operating models? |
| • | You should expect no near-term changes as a result of this transaction. |
| • | Until the transaction closes, which we expect to occur in the second half of 2023, we are operating as normal and Life Storage and Extra Space remain separate, independent companies. |
| • | This means customer contracts remain in place and unchanged. |
| • | Even after closing, we expect no near-term changes to Life Storage facilities or the service we provide as a result of this transaction. |
| 2. | Will there be any changes to my local facility? |
| • | You should not expect any changes to your local facility in the near-term as a result of this transaction. |
| • | The Life Storage team will be here to support you and ensure that you have a seamless and secure storage experience, as we always have. |
| • | Until the transaction closes, which we expect to occur in the second half of 2023, we are operating as normal and Life Storage and Extra Space remain separate, independent companies. |
| • | Even after closing, we expect no near-term changes to our facilities or the service we provide as a result of this transaction. |
| 3. | Will there be any changes to my rent? My tenant insurance? |
| • | You should not expect any near-term changes as a result of this transaction. Your [rent / tenant insurance] will remain unchanged from the rates outlined in your existing contract. |
| • | Until the transaction closes, which we expect to occur in the second half of 2023, we are operating as normal and Life Storage and Extra Space remain separate, independent companies. |
| • | Even after closing, we expect no near-term changes to our facilities or the service we provide as a result of this transaction. |
| 4. | How can I cancel my lease? |
| • | The process for cancelling your lease is unchanged. If you no longer wish to rent your storage unit, please contact the front office of your Life Storage facility for assistance with the move-out process. |
Forward Looking Statements
The statements in this communication that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Extra Space and Life Storage operate as well as beliefs and assumptions of Extra Space and Life Storage. Such statements involve uncertainties that could significantly impact Extra Space’s or Life Storage’s financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” and “estimates,” including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that Extra Space or Life Storage expects or anticipates will occur in the future—including statements relating to any possible transaction between Extra Space and Life Storage, acquisition and development activity, disposition activity, general conditions in the geographic areas where Extra Space or Life Storage operate, and Extra Space’s and Life Storage’s respective debt, capital structure and financial position—are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although Extra Space and Life Storage believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, neither Extra Space nor Life Storage can give assurance that its expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not
limited to: (i) Extra Space’s and Life Storage’s ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approvals and satisfaction of other closing conditions to consummate the proposed transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transaction; (iii) risks related to diverting the attention of Extra Space’s and Life Storage’s management from ongoing business operations; (iv) failure to realize the expected benefits of the proposed transaction; (v) significant transaction costs and/or unknown or inestimable liabilities; (vi) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; (vii) the risk that Life Storage’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (viii) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the proposed transaction; (ix) the effect of the announcement of the proposed transaction on the ability of Extra Space and Life Storage to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (x) risks related to the market value of the Extra Space common stock to be issued in the proposed transaction; (xi) other risks related to the completion of the proposed transaction and actions related thereto; (xii) national, international, regional and local economic and political climates and conditions; (xiii) changes in global financial markets and interest rates; (xiv) increased or unanticipated competition for Extra Space’s or Life Storage’s properties; (xv) risks associated with acquisitions, dispositions and development of properties, including increased development costs due to additional regulatory requirements related to climate change; (xvi) maintenance of Real Estate Investment Trust status, tax structuring and changes in income tax laws and rates; (xvii) availability of financing and capital, the levels of debt that Extra Space and Life Storage maintain and their credit ratings; (xviii) environmental uncertainties, including risks of natural disasters; (xix) risks related to the coronavirus pandemic; and (xx) those additional factors discussed under Part I, Item 1A. Risk Factors in Extra Space’s and Life Storage’s respective Annual Reports on Form 10-K for the year ended December 31, 2022. Neither Extra Space nor Life Storage undertakes any duty to update any forward-looking statements appearing in this communication except as may be required by law.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, Extra Space intends to file with the SEC a registration statement on Form S-4, which will include a document that serves as a prospectus of Extra Space and a joint proxy statement of Extra Space and Life Storage (the “joint proxy statement/prospectus”). Each party also plans to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint proxy statement/prospectus will be sent to Extra Space’s stockholders and Life Storage’s stockholders. Investors and securityholders may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Extra Space and Life Storage with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Extra Space with the SEC will be available free of charge on Extra Space’s website at www.extraspace.com or by contacting Extra Space’s Investor Relations at info@extraspace.com. Copies of the documents filed by Life Storage with the SEC will be available free of charge on Life Storage’s website at www.lifestorage.com or by contacting Brent Maedl with Life Storage’s Investor Relations department at bmaedl@lifestorage.com or by calling (716) 328-9756.
Participants in the Solicitation
Extra Space and Life Storage and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about directors and executive officers of Extra Space is available in the Extra Space proxy statement for its 2022 Annual Meeting, which was filed with the SEC on April 5, 2022. Information about directors and executive officers of Life Storage is available in the Life Storage proxy statement for its 2022 Annual Meeting, which was filed with the SEC on April 14, 2022. Other information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Investors may obtain free copies of these documents from Extra Space and Life Storage as indicated above.
No Offer or Sale
This communication and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
