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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
September 9, 2020
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. Employe
rIdentification 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 Form
8-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 Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
  ☐
Pre-commencement communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
  ☐
Pre-commencement communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Life Storage, Inc.:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $.01 par value
 
LSI
 
New York Stock Exchange
Life Storage LP:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
  
  
  
  
  
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) or
Rule 12b-2 of
the Securities Exchange Act of
1934 (§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 September 9, 2020, 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 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 $400 million aggregate principal amount of the Operating Partnership’s 2.200% senior notes due 2030 (the “Notes”). The Notes will be issued at 99.524% of the principal amount due. Interest on the Notes is payable semi-annually on April 15 and October 15 of each year, commencing April 15, 2021. The Notes will mature on October 15, 2030. The Notes will be fully and unconditionally guaranteed by the Company (the “Guarantee”). The Offering is expected to close on September 23, 2020, subject to customary closing conditions. Net proceeds to the Operating Partnership from the Offering, before expenses, will be approximately $395.5 million.
The Operating Partnership intends to use net proceeds from the Offering to pay in full its $100 million unsecured term note maturing August 5, 2021, along with accrued interest and prepayment fees related thereto estimated to be approximately $5 million and amounts outstanding on its unsecured line of credit which matures on March 10, 2023, with the balance being used for future acquisitions of self storage properties and for general corporate purposes. Affiliates of Wells Fargo Securities, LLC, U.S. Bancorp Investments, Inc., Truist Securities
,
Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., and M&T Securities, Inc. are lenders under the unsecured line of credit 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 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 Form
8-K
and is incorporated herein by reference.
The Offering of the Notes and related Guarantee were made pursuant to a registration statement on Form
S-3
(File Nos.
333-225620
and
333-225620-01),
which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on June 14, 2018. A prospectus supplement, dated September 9, 2020, 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 September 9, 2020, among Life Storage, Inc., Life Storage LP, Life Storage Holdings, Inc., Wells Fargo Securities, LLC and U.S. Bancorp Investments, Inc., as representatives for the several underwriters named therein.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: September 10, 2020      
    By  
/s/ Andrew J. Gregoire
    Name:   Andrew J. Gregoire
    Title:   Chief Financial Officer
   
LIFE STORAGE LP
Date: September 10, 2020     By: LIFE STORAGE HOLDINGS, INC., as General Partner
    By  
/s/ Andrew J. Gregoire
    Name:   Andrew J. Gregoire
    Title:   Chief Financial Officer
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