Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The Notes are fully and unconditionally guaranteed (the "Guarantee") by the
Company, ESS Holdings Business Trust I, a
The public offering price for the Notes was 98.878% of the principal amount
thereof. The Notes are the Issuer's senior unsecured obligations and rank
equally in right of payment with all of the Issuer's other existing and future
senior unsecured indebtedness. However, the Notes are effectively subordinated
in right of payment to all of the Issuer's existing and future mortgage
indebtedness and other secured indebtedness (to the extent of the collateral
securing the same) and to all existing and future indebtedness and other
liabilities, whether secured or unsecured, of the Issuer's subsidiaries and of
any entity the Issuer accounts for using the equity method of accounting and to
all preferred equity not owned by the Issuer, if any, in its subsidiaries and of
any entity the Issuer accounts for using the equity method of accounting. The
Notes bear interest at 5.500% per annum. Interest is payable on
The Issuer may redeem the Notes in whole at any time or in part from time to time, at the Issuer's option and sole discretion, at a redemption price equal to the greater of:
• 100% of the principal amount of the Notes being redeemed; and • a make-whole premium calculated in accordance with the Indenture;
plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date.
Notwithstanding the foregoing, on or after
Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:
• default for 30 days in the payment of any installment of interest under the Notes; • default in the payment of the principal amount or redemption price due with respect to the Notes, when the same becomes due and payable; provided, however, that a valid extension of the maturity of the Notes in accordance with the terms of the Indenture shall not constitute a default in the payment of principal; • failure by the Issuer or any of the Guarantors to comply with any of the Issuer's or the Guarantors' respective other agreements in the Notes or the Indenture with respect to the Notes upon receipt by the Issuer of notice of such default by the Trustee or by holders of not less than 25% in aggregate principal amount of the Notes then outstanding and our failure to cure (or obtain a waiver of) such default within 60 days after it receives such notice; 2
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• failure to pay any debt (other than non-recourse debt) for monies borrowed by the Issuer, any Guarantor or any of their respective Significant Subsidiaries (as defined in the Indenture) in an outstanding principal amount in excess of$100.0 million at final maturity or upon acceleration after the expiration of any applicable grace period, which debt (other than non-recourse debt) is, or has become, the primary obligation of the Issuer or such Guarantor and is not discharged, or such default in payment or acceleration is not cured or rescinded, within 60 days after written notice to the Issuer from the Trustee (or to the Issuer and the Trustee from holders of at least twenty five percent (25%) in principal amount of the outstanding Notes); and • certain events in bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Issuer, any Guarantor, or any Significant Subsidiary or all or substantially all of their respective property.
The description of the Indenture in this Current Report on Form 8-K is a summary
and is qualified in its entirety by the full text of the Indenture. The Notes
were offered pursuant to an effective shelf registration statement originally
filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as ofMay 11, 2021 , amongExtra Space Storage LP , as issuer,Extra Space Storage Inc. ,ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, andWells Fargo Bank, National Association , as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed byExtra Space Storage Inc. onMay 11, 2021 . 4.2 Fifth Supplemental Indenture, dated as ofJune 16, 2023 , amongExtra Space Storage LP , as issuer,Extra Space Storage Inc. ,ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, andComputershare Trust Company, N.A. , as trustee, including the form of the Notes and the Guarantee. 5.1 Opinion ofLatham & Watkins LLP . 5.2 Opinion ofVenable LLP . 5.3 Opinion ofVerrill Dana LLP . 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1). 23.2 Consent ofVenable LLP (included in Exhibit 5.2). 23.3 Consent ofVerrill Dana LLP (included in Exhibit 5.3). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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