(Life Storage, Inc.) |
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(Life Storage LP) |
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(State of Formation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Written communications 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)) |
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Exhibit Number |
Exhibit Description | |
10.1 | Amendment to Employment Agreement, dated July 11, 2023 | |
99.1 | Press Release, dated July 11, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Dated: July 11, 2023 | LIFE STORAGE, INC. | |||||
By: | /s/ Joseph V. Saffire | |||||
Name: | Joseph V. Saffire | |||||
Title: | Chief Executive Officer | |||||
Dated: July 11, 2023 | LIFE STORAGE LP | |||||
By: | /s/ Joseph V. Saffire | |||||
Name: | Joseph V. Saffire | |||||
Title: | Chief Executive Officer |
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this Amendment) is entered into by and among Life Storage, Inc., a Maryland corporation (the Corporation), Life Storage LP, a Delaware limited partnership (the Partnership, and collectively with the Corporation, the Company), and David Dodman (the Executive) on the 11th day of July, 2023 (Agreement Date), and effective as of the later to occur of (i) the Agreement Date and (ii) the date upon which Extra Space Storage Inc. (Extra Space) consents to matters contemplated by this Amendment to the extent required pursuant to that certain Agreement and Plan of Merger (the Merger Agreement), dated as of April 2, 2023 and as further amended as of May 18, 2023, by and among the Corporation, the Partnership, Extra Space, Extra Space Storage LP, Eros Merger Sub, LLC and Eros OP Merger Sub, LLC (such earlier date, the Effective Date).
W I T N E S S E T H:
WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated January 1, 2022, which Employment Agreement was amended and restated as of March 17, 2023 (such agreement as so amended and restated, being the Employment Agreement); and
WHEREAS, the Companys Chief Financial Officer and Secretary, Alexander Gress, unexpectedly passed away on July 9, 2023; and
WHEREAS, the Executive served as the Companys Senior Vice President of Strategic Planning and Investor Relations from joining the Company in 2018 until December 31, 2021, has served as the Chief Operating Officer from January 1, 2022 to present, has extensive experience in leading complex financial analyses of mergers and acquisitions, has a comprehensive knowledge of risk and regulatory compliance and audit issues and has a strong track record of implementing new capabilities to improve financial business performance; and
WHEREAS, in order to facilitate an orderly and effective transition with respect to the Chief Financial Officer and Secretary position of the Company, and as the Company works toward the closing of its pending merger with Extra Space, the Executive and the Company have mutually agreed that, in addition to his responsibilities as Chief Operating Officer, the Executive will assume the position and responsibilities of Chief Financial Officer and Secretary of the Company, effective as of the Effective Date; and
WHEREAS, in connection with his assumption of the position as Chief Financial Officer and Secretary of the Company, the Company and the Executive desire to enter into this Amendment to amend the Employment Agreement and to evidence certain additional understandings, all as set forth below.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:
1. Subparagraphs a and b of paragraph 1 of the Employment Agreement, entitled Employment, are deleted in their entirety and replaced with the following:
(a) The Company hereby employs the Executive as Chief Operating Officer, Chief Financial Officer and Secretary of the Company, and the Executive hereby accepts such employment, on the terms and subject to the conditions hereinafter set forth.
(b) During the term of this Employment Agreement, the Executive shall be and have the title of Chief Operating Officer of the Company and effective as of the Effective Date, the Executive shall also be and have the title of Chief Financial Officer and Secretary of the Company. Executive shall devote his entire business time and all reasonable efforts to his employment in that capacity with such other duties as may be reasonably requested from time to time by the Board of Directors of the Company, which duties shall be consistent with such positions. For service as an officer and employee of the Company, the Company agrees that the Executive shall be entitled to the full protection of the applicable indemnification provisions of the Articles of Incorporation and By-laws of the Corporation (including the provisions for advances), as the same may be amended from time to time.
2. Effect of this Amendment. Except as specifically set forth in this Amendment, the remaining terms of the Employment Agreement, including but not limited to Compensation, remain unchanged and in full force and effect. The Executive and the Company agree that (i) the modifications to the terms of the Executives employment set forth herein have been mutually agreed to by the parties; (ii) the Executive shall not have the right to terminate the Employment Agreement for Good Reason as a result of such modifications; and (iii) if the Merger Agreement is terminated without consummation of the transactions contemplated thereby, the Executive and the Company shall discuss further changes to the Employment Agreement in good faith.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first set forth above.
EXECUTIVE | LIFE STORAGE, INC. | |||||
By: | /s/ Joseph V. Saffire | |||||
/s/ David Dodman |
Joseph V. Saffire, Chief Executive Officer | |||||
David Dodman | ||||||
LIFE STORAGE LP | ||||||
By | LIFE STORAGE HOLDINGS, INC. | |||||
General Partner | ||||||
By: | /s/ Joseph V. Saffire | |||||
Joseph V. Saffire, Chief Executive Officer |
Exhibit 99.1
For Immediate Release
Life Storage Mourns the Sudden Passing of Alexander Gress, Chief Financial Officer
David Dodman, COO of Life Storage, To Add CFO Responsibilities
BUFFALO, N.Y.July 11, 2023 Life Storage, Inc. (NYSE: LSI) (the Company), a self-storage real estate investment trust (REIT), today announced with great sadness that Alexander Gress, the Companys Chief Financial Officer, passed away unexpectedly on July 9, 2023. Mr. Gress was 50 and is survived by his wife Jennifer and their three children.
We are shocked by the tragic passing of Alex Gress, said Joseph Saffire, the Companys Chief Executive Officer. Alex was a tremendous leader and brilliant financial mind who demonstrated incredible integrity, passion and commitment to his colleagues and our business. He made considerable contributions to Life Storage over the last two years, none more important than his role in our pending combination with Extra Space Storage. I know I speak for the entire Life Storage family in saying we will miss him as a colleague and more importantly as a friend. We extend our deepest sympathies to Alexs family during this difficult time.
Mr. Gress was a passionate supporter of local Western New York communities while serving in leadership roles with First Niagara Financial Group, KeyBank, 43 North and Life Storage over the past decade. He devoted considerable time and energy to local organizations to advocate for positive change, including serving on the Canisius High School Board of Trustees. To continue his legacy, Mr. Gress family has established the Alex Gress Scholarship Fund to support local students. Interested parties may make donations out to the Alex Gress Scholarship Fund c/o Canisius High School, 1180 Delaware Ave., Buffalo, NY 14209.
The Board has appointed David Dodman, Chief Operating Officer of Life Storage, as Chief Financial Officer, effective immediately. Mr. Dodman will continue to serve in his role as COO in addition to his new responsibilities as CFO.
Mr. Dodman has served as COO of Life Storage since 2022 and previously served as Senior Vice President of Strategic Planning and Investor Relations since joining the Company in 2018. Mr. Dodman has a comprehensive knowledge of risk and regulatory compliance and audit issues, and contributes a strong track record of implementing new capabilities to improve financial business performance. Prior to joining Life Storage, Mr. Dodman held various corporate strategy, mergers and acquisitions and operational roles at KeyBank, First Niagara Financial Group, Lockheed Martin Corporation, Legg Mason and Stifel Financial.
ABOUT LIFE STORAGE, INC:
Life Storage, Inc. is a self-administered and self-managed equity REIT that is in the business of acquiring and managing self-storage facilities. Located in Buffalo, New York, the Company operates more than 1,200 storage facilities in 37 states and the District of Columbia. The Company serves both residential and commercial storage customers with storage units rented by month. Life Storage consistently provides responsive service to more than 690,000 customers, making it a leader in the industry. For more information visit http://invest.lifestorage.com/.
FORWARD-LOOKING STATEMENTS
The statements in this communication that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Extra Space Storage Inc. (EXR) and Life Storage, Inc. (LSI) operate as well as beliefs and assumptions of EXR and LSI. Such statements involve uncertainties that could significantly impact EXRs or LSIs financial results. Words such as expects, anticipates, intends, plans, believes, seeks, and estimates, including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that EXR or LSI expects or anticipates will occur in the future including statements relating to any possible transaction between EXR and LSI, acquisition and development activity, disposition activity, general conditions in the geographic areas where EXR or LSI operate, timing and amount of dividend payments and EXRs and LSIs respective debt, capital structure and financial position are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although EXR and LSI believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, neither EXR nor LSI can give assurance that its expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) EXRs and LSIs ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approvals and satisfaction of other closing conditions to consummate the proposed transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transaction; (iii) risks related to diverting the attention of EXR and LSI management from ongoing business operations; (iv) failure to realize the expected benefits of the proposed transaction; (v) significant transaction costs and/or unknown or inestimable liabilities; (vi) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; (vii) the risk that LSIs business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (viii) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the proposed transaction; (ix) the effect of the announcement of the proposed transaction on the ability of EXR and LSI to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (x) risks related to the market value of the EXR common stock to be issued in the proposed transaction; (xi) other risks related to the completion of the proposed transaction
and actions related thereto; (xii) national, international, regional and local economic and political climates and conditions; (xiii) changes in global financial markets and interest rates; (xiv) increased or unanticipated competition for EXRs or LSIs properties; (xv) risks associated with acquisitions, dispositions and development of properties, including increased development costs due to additional regulatory requirements related to climate change; (xvi) maintenance of Real Estate Investment Trust status, tax structuring and changes in income tax laws and rates; (xvii) availability of financing and capital, the levels of debt that EXR and LSI maintain and their credit ratings; (xviii) environmental uncertainties, including risks of natural disasters; (xix) risks related to the coronavirus pandemic; and (xx) those additional factors discussed under Part I, Item 1A. Risk Factors in EXRs and LSIs respective Annual Reports on Form 10-K for the year ended December 31, 2022 and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2023, as well as the other risks described in their respective filings. Neither EXR nor LSI undertakes any duty to update any forward-looking statements appearing in this communication except as may be required by law.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT
In connection with the proposed merger, on May 23, 2023, EXR filed with the Securities and Exchange Commission (the SEC) a registration statement on Form S-4, which includes a document that serves as a prospectus of EXR and a joint proxy statement of EXR and LSI (the joint proxy statement/prospectus). Each party also plans to file other relevant documents with the SEC regarding the proposed transaction. The Form S-4 became effective on June 6, 2023. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. EXR and LSI commenced mailing the definitive joint proxy statement/prospectus to stockholders on or about June 7, 2023. Investors and securityholders may obtain a free copy of the joint proxy statement/prospectus and other relevant documents filed by EXR and LSI with the SEC at the SECs website at www.sec.gov. Copies of the documents filed by EXR with the SEC are available free of charge on EXRs website at www.extraspace.com or by contacting EXRs Investor Relations at info@extraspace.com. Copies of the documents filed by LSI with the SEC are available free of charge on LSIs website at www.lifestorage.com or by contacting LSIs Investor Relations at (716) 633-1850 or bmaedl@lifestorage.com.
PARTICIPANTS IN THE SOLICITATION
EXR and LSI and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about directors and executive officers of EXR is available in the EXR proxy statement for its 2023 Annual Meeting, which was filed with the SEC on April 4, 2023. Information about directors and executive officers of LSI is available in the LSI proxy statement for its 2023 Annual Meeting, which was filed with the SEC on April 13, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. Investors may obtain free copies of these documents from EXR and LSI as indicated above.
Contacts
Investor Contact
Brent Maedl
716.328.9756
bmaedl@lifestorage.com
Media Contact
Andrew Siegel / Lucas Pers
Joele Frank
212-355-4449
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