8-KMaterial AgreementsRegulation FDExhibits & Filings

Extra Space Storage Inc. 8-K Report, Material Agreement (Jun 15, 2015)

Filed June 15, 2015For Securities:EXR

Summary

This 8-K filing from Extra Space Storage Inc. (EXR) on June 15, 2015, announces a significant strategic move: the definitive agreement to acquire SmartStop Self Storage, Inc. This acquisition is structured as a merger transaction, where SmartStop will be acquired by Extra Space Storage. The deal is expected to expand Extra Space Storage's operational footprint and market presence. Key terms of the acquisition include a cash payment of $13.75 per share for SmartStop's common stock and operating partnership units. The company is also undertaking a related transaction to divest certain non-complementary assets of SmartStop to an entity controlled by SmartStop's CEO. This filing provides details on the merger agreement, closing conditions, and termination provisions, signaling a proactive step in the company's growth strategy.

Key Highlights

  • 1Extra Space Storage Inc. entered into a definitive Agreement and Plan of Merger to acquire SmartStop Self Storage, Inc.
  • 2The acquisition will be completed through a merger of SmartStop with a subsidiary of Extra Space Storage.
  • 3Each outstanding share of SmartStop common stock will be converted into $13.75 in cash.
  • 4SmartStop OP partnership units will be converted into $13.75 in cash or, for accredited investors, 0.2031 units of Extra Space OP common units.
  • 5Certain 'Excluded Assets' of SmartStop, including its non-traded REIT platform and specific properties, will be sold concurrently to an entity controlled by SmartStop's CEO for approximately $120 million.
  • 6Extra Space Storage will provide financing of up to $118 million for the purchase of the Excluded Assets.
  • 7The merger is subject to customary closing conditions, including the approval of SmartStop stockholders, and is not subject to a financing condition for Extra Space Storage.

Frequently Asked Questions

This filing announces that Extra Space Storage Inc. has entered into a definitive agreement to acquire SmartStop Self Storage, Inc. It details the terms of the merger, the consideration to be paid to SmartStop shareholders and unitholders, and related asset dispositions.

SmartStop's common stockholders will receive $13.75 in cash per share, without interest, less applicable withholding taxes.

Yes, the closing is subject to customary conditions, including the affirmative vote of a majority of SmartStop's outstanding common stock, the absence of governmental orders prohibiting the transaction, accuracy of representations and warranties, compliance with covenants, absence of material adverse effects on SmartStop, receipt of certain third-party consents, and the completion of the sale of Excluded Assets. The closing is not subject to a financing condition for Extra Space Storage.

Certain assets identified as 'Excluded Assets,' including SmartStop's non-traded REIT platform and specific properties, will be sold concurrently with the merger to Strategic 1031, LLC, an entity controlled by SmartStop's CEO. The sale price is approximately $120 million, and Extra Space Storage will provide up to $118 million in financing for this purchase.