Extra Space Storage Inc SC TO-I/A, filed Sep 14, 2020

If so, please answer the remaining questions in this section.

Did the Selling Securityholder receive such Registrable Securities listed above in Item (3) from the named selling securityholder(s) prior to the effectiveness of the Shelf Registration Statement?

Identify below the name(s) of the selling securityholder(s) from whom the Selling Securityholder received the Registrable Securities listed above in Item (3) and the date on which such securities were received.

Extra Space Storage Inc. (EXR)

SC TO-I/A 2020-09-14

View Original

Added on October 27, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Transaction Valuation*		Amount of Filing Fee**
$575,000,000.00		$74,635.00


Amount Previously Paid: $74,635.00		Filing Parties: Extra Space Storage LP and Extra Space Storage Inc.
Form or Registration No.: Schedule TO		Date Filed: August 21, 2020


Exhibit Number		Description

(a)(1)(A)		Issuer Repurchase Notice to Holders of 3.125% Exchangeable Senior Notes due 2035, dated August 21, 2020, including form of Repurchase Notice and form of Withdrawal Notice (incorporated by reference to Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed on August 21, 2020).

(a)(1)(B)		IRS Form W-9 (incorporated by reference to Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed on August 21, 2020).

(a)(1)(C)		Form of Selling Securityholder Notice and Questionnaire.

(b)(1)		Amended and Restated Credit Agreement, dated as of December 7, 2018, by and among Extra Space Storage Inc., Extra Space Storage LP, U.S. Bank National Association, as administrative agent, certain other financial institutions acting as syndication agents, documentation agents and lead arrangers and book runners, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 10, 2018).

(b)(2)		Amendment No. 1, dated as of July 1, 2019, to the Amended and Restated Credit Agreement, dated as of December 7, 2018, by and among Extra Space Storage Inc., Extra Space Storage LP, U.S. Bank National Association, as administrative agent, certain other financial institutions acting as syndication agents, documentation agents and lead arrangers and book runners, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K filed on July 8, 2019).

(b)(3)		Amendment No. 2, dated as of December 20, 2019, to the Amended and Restated Credit Agreement, dated as of December 7, 2018, by and among Extra Space Storage Inc., Extra Space Storage LP, U.S. Bank National Association, as administrative agent, certain other financial institutions acting as syndication agents, documentation agents and lead arrangers and book runners, and certain lenders party thereto (incorporated by reference to Exhibit (b)(3) to the Tender Offer Statement on Schedule TO filed on August 21, 2020).

(b)(4)		Credit Agreement, dated as of June 17, 2020, by and among Extra Space Storage Inc., Extra Space Storage LP, U.S. Bank National Association, as administrative agent, certain other financial institutions acting as documentation agents and lead arrangers and book runners, and certain lenders party thereto (incorporated by reference to Exhibit (b)(4) to the Tender Offer Statement on Schedule TO filed on August 21, 2020).


(d)(1)		Indenture, dated September 21, 2015, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 3.125% Exchangeable Senior Notes due 2035 and the form of guarantee (incorporated by reference to Exhibit 4.1 of Form 8-K filed on September 21, 2015).

(g)		None.

(h)		None.


Date: September 14, 2020	EXTRA SPACE STORAGE INC.

	By:	/s/ Gwyn G. McNeal
	Name:	Gwyn G. McNeal
	Title:	Executive Vice President and Chief Legal Officer

	EXTRA SPACE STORAGE LP

	By: ESS Holdings Business Trust I, its General Partner

	By:	/s/ Gwyn G. McNeal
	Name:	Gwyn G. McNeal
	Title:	Trustee


1.	(a)	Full Legal Name of Selling Securityholder:

	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities listed in Item (3) below are held:

	(c)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item (3) below are held:

2.	Address for Notices to Selling Securityholder:


Telephone:

Fax:

Email address:

Contact Person:

3.	Beneficial Ownership of Registrable Securities:

	Except as set forth below in this Item (3), the undersigned Selling Securityholder does not beneficially own any Registrable Securities.

	(a)		Number of shares of Registrable Securities (as defined in the Registration Rights Agreement) beneficially owned:


	(b)		Number of shares of the Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:

4.	Beneficial Ownership of other Extra Space Storage Inc. securities owned by the Selling Securityholder:

	Except as set forth below in this Item (4), the undersigned is not the beneficial or registered owner of any securities of Extra Space Storage Inc. other than the Registrable Securities listed above in Item (3).

	(a)		Type and amount of other securities beneficially owned by the Selling Securityholder:


	(b)		CUSIP No(s). of such other securities beneficially owned:


5.	Relationship with Extra Space Storage Inc.:

	(a)		Have you or any of your affiliates, officers, directors or principal equity holders (owners of (5% or more of the equity securities of the Selling Securityholder) held any position or office or have you had any other material relationship with the Company (or its predecessors or affiliates) within the past three years.

		☐	Yes.

		☐	No.
	(b)		If so, please state the nature and duration of your relationship with the Company:


6.	(a)		Broker-Dealer Status
	Is the Selling Securityholder a broker-dealer registered pursuant to Section 15 of the Exchange Act?

		☐	Yes.

		☐	No.


Note that we will be required to identify any registered broker-dealer as an underwriter in the prospectus.
If so, please answer the remaining questions in this section.
	If the Selling Securityholder is a registered broker-dealer, please indicate whether the Selling Securityholder purchased its Registrable Securities for investment or acquired them as transaction-based compensation for investment banking or similar services.

	If the Selling Securityholder is a registered broker-dealer and received its Registrable Securities other than as transaction-based compensation, the Company is required to identify you as an underwriter in the Shelf Registration Statement and related Prospectus.

	(b)	Affiliation with Broker-Dealers:

		Is the Selling Securityholder an affiliate of a registered broker-dealer? For purposes of this Item 5(b), an “affiliate” of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified.

		☐	Yes.

		☐	No.

If so, please answer the remaining questions in this section.
		(i)	Please describe the affiliation between the Selling Securityholder and any registered broker-dealers:






		(ii)	If the Notes were purchased by the Selling Securityholder other than in the ordinary course of business, please describe the circumstances:






		(iii)	If the Selling Securityholder, at the time of its purchase of Registrable Securities, has had any agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities, please describe such agreements or understandings:






			Note that if the Selling Securityholder is an affiliate of a broker-dealer and did not purchase its notes in the ordinary course of business or at the time of the purchase had any agreements or understandings, directly or indirectly, to distribute the securities, we must identify the Selling Securityholder as an underwriter in the prospectus.

7.	Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities.

	(a)	Is the Selling Securityholder a natural person?

		☐	Yes.

		☐	No.

	(b)	Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 10-Q, 8-K) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act?

		☐	Yes.

		☐	No.


	(c)		State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended:

			☐	Yes.

			☐	No.

	If a subsidiary, please identify the publicly held parent entity:

	If you answered “No” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities:

	* PLEASE NOTE THAT THE SECURITIES AND EXCHANGE COMMISSION REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS *

	If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

8.	Plan of Distribution:

	Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Securities may be sold from time to time directly by the undersigned or alternatively through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the- counter market or (iv) through the writing of options. The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling Securityholder for purposes of the prospectus.

	State any exceptions here:


Note:	In no event may such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of Extra Space Storage Inc.

The Company hereby advises each selling securityholder of the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding short selling:

“An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.”

By returning this Notice and Questionnaire, the selling securityholder will be deemed to be aware of the foregoing interpretation.

9.	Securities Received From Named Selling Securityholder:
	Did the Selling Securityholder receive its Registrable Securities listed above in Item 3 as a transferee from selling securityholder(s) previously identified in the Shelf Registration Statement?

	☐	Yes.

	☐	No.