false00009443140001060224 0000944314 2021-09-13 2021-09-13 0000944314 lsi:LifeStorageLpMember 2021-09-13 2021-09-13
 
 
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 13, 2021
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. Employer
Identification 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 13, 2021, Life Storage, Inc. (the “Company”), and Life Storage LP (the “Operating Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (the “Underwriters”), pursuant to which the Company agreed to issue and sell
2,500,000 shares of the Company’s common stock, par value $.01 per share, plus up to an additional 375,000 shares of common stock pursuant to the Underwriters’ option, at a price of $121.40 per share. On September 15, 2021, the Underwriters exercised their option in full. The offering of 2,875,000 shares of the Company’s common stock will close on September 16, 2021. Net proceeds to the Company from the offering of 2,875,000 shares, before expenses, will be
 
$349,025,000.
The Company and the Operating Partnership 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. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on
Form 8-K
and incorporated herein by reference.
The Company will use net proceeds of this offering to repay amounts outstanding under its revolving credit facility, fund acquisitions, and/or for general corporate purposes.
 
Item 9.01.
Financial Statements and Exhibits.
 
 
(d)
The following exhibits are filed herewith:
 
Exhibit
No.
  
Description
   
  1.1
  
   
  5.1
  
   
  5.2
  
   
23.1
  
   
23.2
  
   
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 Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
LIFE STORAGE, INC.
       
Date: September 15, 2021
 
 
 
 
 
 
       
 
 
 
 
By
 
/s/ ANDREW J. GREGOIRE
 
 
 
 
Name:
 
Andrew J. Gregoire
 
 
 
 
Title:
 
Chief Financial Officer