On May 6, 2016, Extra Space Storage Inc. (the Company) and
Extra Space Storage LP (the Operating Partnership) entered into separate equity distribution agreements (collectively, the Equity Distribution Agreements) with each of Wells Fargo Securities, LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Jefferies LLC, J.P. Morgan Securities LLC and Piper Jaffray & Co., each as sales agents and/or principals (collectively, the Sales Agents).
Under the terms of the Equity Distribution Agreements, the Company may issue and sell from time to time through or to the Sales Agents, as
sales agents and/or principals, shares of the Companys common stock, par value $0.01 per share (the Common Stock), having an aggregate offering price of up to $400.0 million (the Securities).
The Equity Distribution Agreements replace and supersede the previous equity distribution agreements in effect with the Sales Agents, under
which the Company sold approximately $105.4 million. The $400.0 million aggregate offering price includes shares of Common Stock that remain unsold under the previous equity distribution agreements.
Sales of the Securities, if any, under the Equity Distribution Agreements will be made in negotiated transactions or transactions that are
deemed to be at the market offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the Securities Act), including without limitation sales made directly on the New York Stock Exchange, on any other
existing trading market for the Common Stock or through or to a market maker. The Sales Agents, subject to mutual agreement among the Sales Agents and the Company, may also sell Securities by any other method permitted by law, including but not
limited to, in privately negotiated transactions. The Sales Agents are not required to sell any specific number or dollar amount of the Securities, but each Sales Agent will use its commercially reasonable efforts consistent with its normal trading
and sales practices to sell such Securities up to the amount specified, and otherwise in accordance with mutually agreed terms among the Sales Agents and the Company. The Company has no obligation to sell any Securities under the Equity Distribution
Agreements, and, upon giving notice to the Sales Agents, may at any time suspend solicitation and offers under the Equity Distribution Agreements or terminate the Equity Distribution Agreements. The Sales Agents will be paid compensation of up to
2.0% of the gross sales proceeds of any Securities sold under the Equity Distribution Agreements.
The Company intends to contribute the
net proceeds from the sales of the Securities to the Operating Partnership, which intends to subsequently use such net proceeds to fund potential acquisition opportunities, to repay amounts outstanding from time to time under the Companys
secured lines of credit and for other general corporate and working capital purposes.
The Securities will be issued pursuant to the
Companys effective registration statement on Form S-3 (Registration Statement No. 333-211125) previously filed with and declared effective by the Securities and Exchange Commission (the SEC) and a prospectus supplement and
accompanying prospectus, filed with the SEC pursuant to Rule 424(b) under the Securities Act.
The foregoing descriptions of the material
terms of the Equity Distribution Agreements and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Equity Distribution Agreements, which are filed as exhibits
to this report and incorporated herein by reference.