S-11/A 1 ds11a.htm AMENDMENT #6 TO FORM S-11 Amendment #6 to Form S-11

As filed with the Securities and Exchange Commission on August 11, 2004

Registration No. 333-115436


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Amendment No. 6 to

Form S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

 

EXTRA SPACE STORAGE INC.

(Exact Name of Registrant as Specified in its Governing Instruments)

 


 

2795 East Cottonwood Parkway, Suite 400

Salt Lake City, UT 84121

(801) 562-5556

(Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

 


 

Kenneth M. Woolley

Chairman and Chief Executive Officer

Extra Space Storage Inc.

2795 East Cottonwood Parkway, Suite 400

Salt Lake City, UT 84121

(801) 562-5556

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 


 

Copies to:

Jay L. Bernstein, Esq.

Andrew S. Epstein, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

(212) 878-8000

 

J. Warren Gorrell, Jr., Esq.

Stuart A. Barr, Esq.

Hogan & Hartson L.L.P.

555 Thirteenth Street, NW

Washington, DC 20004

(202) 637-5600

 


 

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this registration statement becomes effective.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of this prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.



The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS   Subject to Completion   August 11, 2004

 

20,200,000 Shares

LOGO

 

Common Stock

 


 

This is our initial public offering of shares of our common stock. We are offering all shares of our common stock. All of the shares being offered by this prospectus are being sold by us. No public market currently exists for our common stock. We intend to elect to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes.

The initial offering price of our common stock is expected to be between $13.00 and $15.00 per share. Our shares have been approved for listing subject to official notice of issuance on the New York Stock Exchange under the symbol “EXR.”

The shares of our common stock are subject to certain restrictions on ownership and transfer intended to preserve our qualification as a REIT. See “Description of Stock—Restrictions on Transfer.”

Investing in our common stock involves a high degree of risk. Before buying any shares, you should read the discussion of some risks of investing in our common stock in “ Risk Factors” beginning on page 21, including, among others:

Ø   We may not be successful in identifying and consummating suitable acquisitions that meet our criteria, which may impede our growth and negatively affect our results of operations.
Ø   Our ability to pay our estimated initial annual distribution, which represents approximately 140.1% of our estimated cash available for distribution to our common stockholders for the 12 months ending March 31, 2005, depends upon our actual operating results, and we may have to borrow funds under our proposed line of credit to pay this distribution, which could slow our growth.
Ø   We have high concentrations of self-storage properties in the California, Massachusetts and New Jersey markets, and changes in the economic climates of these markets may materially adversely affect us.
Ø   Our operating results will be harmed if we are unable to achieve and sustain high occupancy rates at our 28 lease-up properties.
Ø   Required payments of principal and interest on borrowings may leave us with insufficient cash to operate our properties or to pay the distributions currently contemplated or necessary to maintain our qualification as a REIT and may expose us to the risk of default under our debt obligations.
Ø   Our failure to qualify as a REIT would have significant adverse consequences to us and the value of our stock.
Ø   Upon completion of the offering and the formation transactions, our two largest stockholders, Kenneth M. Woolley, who is our Chairman and Chief Executive Officer, and Spencer F. Kirk, who is one of our other directors, and their respective affiliates will own 5.9% and 8.6%, respectively, of our outstanding common stock on a fully-diluted basis and will have the ability to exercise significant control of our company and any matter presented to our stockholders.
Ø   We could become highly leveraged in the future because our organizational documents contain no limitation on the amount of debt we may incur.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

     Per Share    Total

Public offering price

   $             $                

Underwriting discounts and commissions(1)

   $             $                

Proceeds, before expenses, to us

   $             $                
(1)   Excludes a financial advisory fee of 0.75% of the public offering price in aggregate payable to UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

 

The underwriters may also purchase up to 3,030,000 additional shares of common stock from us at the public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus. The underwriters may exercise this option only to cover over-allotments, if any.

 

The underwriters are offering the common stock as set forth under “Underwriting.” Delivery of the shares of common stock will be made on or about                     , 2004.

 

 

UBS Investment Bank

  Merrill Lynch & Co.

 


 

A.G. Edwards

Banc of America Securities LLC

Raymond James

RBC Capital Markets

Wells Fargo Securities, LLC


[PICTURES, TEXT AND GRAPHICS FOR INSIDE FRONT COVER]



 

You should rely on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of common stock.

 

TABLE OF CONTENTS


 

Prospectus summary

   1

Summary consolidated pro forma and historical financial data

   18

Risk factors

   21

Statements regarding forward-looking information

   39

Use of proceeds

   40

Distribution policy

   43

Capitalization

   47

Dilution

   48

Selected consolidated pro forma and historical financial data

   50

Management’s discussion and analysis of financial condition and results of operations

   55

Formation transactions

   76

Business and properties

   83

Management

   105

 

Certain relationships and related transactions

   117

Benefits to related parties

   119

Policies with respect to certain activities

   124

Principal stockholders

   129

Description of stock

   131

Certain provisions of Maryland law and of our charter and bylaws

   138

Extra Space Storage LP partnership agreement

   143

Shares eligible for future sale

   147

U.S. federal income tax considerations

   149

ERISA considerations

   169

Underwriting

   173

Legal matters

   177

Experts

   177

Where you can find more information

   177

Index to financial statements

   F-1

 

Through and including                      , 2004 (the 25th day after the date of this prospectus), federal securities laws may require all dealers that effect transactions in our common stock, whether or not participating in the offering, to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 


 

i


Prospectus summary

 

You should read the following summary together with the more detailed information regarding our company, including under the caption “Risk Factors,” and the historical and pro forma financial statements, including the related notes, appearing elsewhere in this prospectus. Unless the context otherwise requires or indicates, references in this prospectus to “Extra Space Storage,” “we,” “our company,” “our” and “us” refer to Extra Space Storage Inc., a Maryland corporation, together with our consolidated subsidiaries, including Extra Space Storage LP, a Delaware limited partnership, which we refer to in this prospectus as our “operating partnership,” Extra Space Management, Inc., a Utah corporation, which we refer to in this prospectus as our “taxable REIT subsidiary,” and Extra Space Storage LLC, a Delaware limited liability company, and its affiliates which we refer to in this prospectus as the “Extra Space Predecessor” or “our predecessor.” Unless the context otherwise indicates, the information about our company assumes that the formation transactions described in this prospectus have been completed. In addition, the information contained in this prospectus assumes that the underwriters’ over-allotment option is not exercised, and the common stock to be sold in the offering is sold at $14.00 per share, which is the mid-point of the price range indicated on the cover page of this prospectus. References to “common stock” exclude contingent conversion shares, or CCSs, unless otherwise indicated.

 

OVERVIEW

 

We are a fully integrated, self-administered and self-managed real estate investment trust formed to continue the business commenced in 1977 by our predecessor companies to own, operate, acquire, develop and redevelop professionally managed self-storage properties. Since 1996, our fully integrated development and acquisition teams have completed the development or acquisition of more than 100 self-storage properties and continue to evaluate a range of new growth initiatives and opportunities for our company. To enable us to maximize revenue generating opportunities for our properties, we employ a state-of-the-art proprietary web-based tracking and yield management technology called STORE. Developed by our management team, STORE enables us to analyze, set and adjust rental rates in real time across our portfolio in order to respond to changing market conditions.

 

Upon completion of the offering and the formation transactions, we will own and operate 136 self-storage properties located in 20 states, 118 of which are wholly owned and 18 of which are held in joint ventures with third parties, and we also manage for unaffiliated third parties an additional nine properties. Our properties are generally situated in convenient, highly-visible locations regionally clustered around high-density, high-income population centers, such as Boston, Chicago, Los Angeles, Miami, New York/Northern New Jersey and San Francisco. Our properties contain an aggregate of approximately 8.9 million net rentable square feet of space configured in approximately 84,800 separate storage units. As of May 31, 2004, our stabilized portfolio (which consists of 108 properties) was on average 87.4% occupied, while our lease-up portfolio (which consists of 28 properties) was on average 62.4% occupied. We consider a property to be in the lease-up stage after it has been issued a certificate of occupancy but before it has achieved stabilization. We consider a property to be stabilized once it either has achieved an 85% occupancy rate, or has been open for four years. Over the next 24 months, we expect our lease-up properties to achieve 85% occupancy, which we believe is in-line with lease-up periods typical in the self-storage industry.

 

As of May 31, 2004, we had more than 70,000 tenants leasing storage units at our 136 properties, primarily on a month-to-month basis, providing us with flexibility to increase rental rates over time as market conditions permit. Although our leases are short-term in duration, our typical tenant tends to

 

1


remain at our properties for an extended period of time. For properties that were stabilized as of May 31, 2004, the average length of stay for our tenants was approximately 16 months.

 

Members of our senior management team have significant experience in all aspects of the self-storage industry, with an average of more than nine years of industry experience. Our senior management team has collectively acquired and/or developed more than 176 properties during the past 25 years for our predecessor and other entities. Kenneth M. Woolley, our Chairman and Chief Executive Officer, and Richard S. Tanner, our Senior Vice President, East Coast Development, have worked in the self-storage industry since 1977 and led two of the earlier self-storage facility development projects in the United States. In addition, eight members of our management team have worked together for our predecessors for more than five years. Members of this management team have guided our predecessor through substantial growth, developing and acquiring $699.0 million in assets since 1996. Our senior management team funded this growth with internal funds and more than $245.0 million raised in private equity capital since 1998, largely from sophisticated, high net-worth individuals and institutional investors such as affiliates of Prudential Financial, Inc. and Fidelity Investments. Mr. Woolley, along with Spencer F. Kirk, one of our directors, and our senior executive officers may be considered promoters with respect to the company. See “Management—Directors and Executive Officers.”

 

Our principal corporate offices are located at 2795 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121, our website address is www.extraspace.com and our telephone number is (801) 562-5556. The information included in our website is not considered to be a part of this prospectus. Upon completion of the offering and the formation transactions, substantially all of our business will be conducted through Extra Space Storage LP, our operating partnership, and our primary assets will be our general partner and limited partner interests in Extra Space Storage LP. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

 

THE SELF-STORAGE INDUSTRY

 

Self-storage refers to properties that offer do-it-yourself, month-to-month storage space rental for personal or business use. Self-storage provides a convenient way for individuals and businesses to store their possessions, whether due to a life-change, or simply because of a need for extra storage space. According to the 2004 Self-Storage Almanac, there were approximately 37,000 self-storage properties in the United States in 2003 with an average occupancy rate of 84.6%, compared with approximately 19,500 U.S. self-storage properties in 1992 with an average occupancy rate of 84.8%. As population densities have increased in the United States, there has been an increase in self-storage awareness and development, which we expect will continue in the future.

 

The self-storage industry is also characterized by fragmented ownership. According to the 2004 Self-Storage Almanac, as of December 31, 2003, the top five and top 50 self-storage companies in the United States owned only approximately 10.2% and 15.7%, respectively, of the total U.S. self-storage properties. We believe this market fragmentation will provide opportunities for continued consolidation in the self-storage industry, particularly for well-capitalized, publicly-traded companies with experienced acquisition teams.

 

We have found that the factors most important to tenants when choosing a self-storage site are a convenient location, a clean environment, friendly service and a professional helpful staff. Our experience also indicates that successfully competing in the self-storage industry requires an experienced and dedicated management team that is supported by an efficient and flexible operating platform that is responsive to tenants’ needs and expectations.

 

2


COMPETITIVE STRENGTHS

 

We believe we distinguish ourselves from other owners, operators and developers of self-storage properties in a number of ways and enjoy significant competitive strengths, which include:

 

Ø Geographic Diversity Combined with Concentration in Strong Markets.

 

Our properties are generally situated in convenient, highly-visible locations clustered around large population centers such as Boston, Chicago, Los Angeles, Miami, New York/Northern New Jersey and San Francisco. The clustering of our assets around these population centers enables us to reduce our operating costs through economies of scale. At the same time, we believe that the significant size and overall geographic diversification of our portfolio reduces risks associated with economic downturns or natural disasters in any one market in which we operate.

 

Ø Strong Property and Operating Management Capabilities.

 

We have developed and utilize a comprehensive centralized approach to property and operational management to maximize the operating performance of our properties. We use STORE to support all aspects of our property management operations, enabling our management team to centrally analyze, set and adjust rental rates in real time on a case-by-case basis across our entire portfolio to maximize revenue-generating opportunities.

 

Ø Consumer Oriented Marketing Approach.

 

Our property management and operations groups are supported by our marketing team that provides sales, marketing and advertising support for our properties and operations. We employ highly targeted direct response marketing programs, such as direct mail and coupon mailers, in combination with more broad-based marketing initiatives such as advertising in the Yellow Pages and on the internet.

 

Ø Successful Acquirer and Developer of Properties.

 

Our fully-integrated development and acquisition teams have completed the development or acquisition of more than 100 different self-storage properties since 1996. In addition, we have entered into agreements to acquire 29 properties from unaffiliated third parties upon completion of the offering. We believe that we have developed a reputation as a trusted and reliable buyer. In addition, following completion of the offering and the formation transactions, we expect to be one of only two publicly-traded REITs in the self-storage industry that is organized in the UPREIT format, which will enable us to acquire new properties from tax-deferred transactions.

 

Ø Experienced Senior Management Team.

 

Our Chairman and Chief Executive Officer, Kenneth M. Woolley, and our co-founder, Richard S. Tanner, have been in the self-storage business for more than 25 years. Together, they have acquired or developed more than 176 self-storage properties. Our senior management team has an average of more than nine years of self-storage experience.

 

Ø Nationally-Recognized Institutional Joint Venture Partners.

 

We have developed and/or acquired more than 70 properties since 1999 employing strategic joint ventures with nationally-recognized institutional investors such as affiliates of Prudential Financial, Inc. and Fidelity Investments. We believe our reputation for quality within our industry, and our management and development expertise, make us an attractive strategic partner for institutional investors.

 

3


BUSINESS AND GROWTH STRATEGIES

 

Our primary business objectives are to maximize cash flow available for distribution to our stockholders and to achieve sustainable long-term growth in cash flow per share in order to maximize long-term stockholder value. Our business strategy to achieve these objectives consists of the following elements:

 

Ø Maximize Cash Flow at Our Properties.

 

We will seek to maximize revenue generating opportunities by responding to changing local market conditions through interactive yield management of the rental rates at our properties.

 

Ø Pursue Opportunities to Acquire Privately-Held Self-Storage Portfolios.

 

We intend to selectively acquire, for cash or by utilizing units in our operating partnership as acquisition currency, privately-held self-storage portfolios and single self-storage assets in our target markets.

 

Ø Strategically Select and Develop Sites.

 

We plan to continue to expand also by selecting and developing new self-storage properties with cost-effective, appealing construction in desirable areas based on specific data, including visibility and convenience of location, market occupancy and rental rates, market saturation, traffic count, household density, median household income, barriers to entry and future demographic and migration trends. As of July 15, 2004 we had 12 undeveloped parcels of land under contract that we believe are suitable for new property developments and are proceeding with the requisite due diligence for these properties. We also have a right of first refusal with respect to sales of the interests in the 13 early-stage development properties owned by Extra Space Development LLC and the two early-stage lease-up stage properties owned by third party individuals as well as certain of our executive officers and directors. We also are currently reviewing more than 22 other sites that we believe may also be suitable development candidates.

 

Ø Continue Joint Venture Strategy to Pursue Development Opportunities and Enhance Returns.

 

We plan to grow our business by continuing our development activities in conjunction with our joint venture partners, while mitigating the risks normally associated with early-stage development and lease-up activities. Where appropriate, we will also seek to acquire properties in a capital efficient manner in conjunction with our joint venture partners.

 

SUMMARY RISK FACTORS

 

You should carefully consider the matters discussed in the section “Risk Factors” beginning on page 21 prior to deciding whether to invest in our common stock. Some of the risks include:

 

Ø   We may not be successful in identifying and consummating suitable acquisitions that meet our criteria, which may impede our growth and negatively affect our results of operations.

 

Ø   Our ability to pay our estimated initial annual distribution, which represents approximately 140.1% of our estimated cash available for distribution to our common stockholders for the 12 months ending March 31, 2005, depends upon our actual operating results, and we may have to borrow funds under our proposed line of credit to pay this distribution, which could slow our growth.

 

Ø   We have high concentrations of self-storage properties in the California, Massachusetts and New Jersey markets, and changes in the economic climates of these markets may materially adversely affect us.

 

Ø   Our operating results will be harmed if we are unable to achieve and sustain high occupancy rates at our 28 lease-up properties.

 

4


Ø   Required payments of principal and interest on borrowings may leave us with insufficient cash to operate our properties or to pay the distributions currently contemplated or necessary to maintain our qualification as a REIT and may expose us to the risk of default under our debt obligations.

 

Ø   Our failure to qualify as a REIT would have significant adverse consequences to us and the value of our stock.

 

Ø   Upon completion of the offering and the formation transactions, our two largest stockholders, Kenneth M. Woolley, who is our Chairman and Chief Executive Officer, and Spencer F. Kirk, who is one of our other directors, and their respective affiliates will own 5.9% and 8.6%, respectively, of our outstanding common stock on a fully-diluted basis and will have the ability to exercise significant control of our company and any matter presented to our stockholders.

 

Ø   Kenneth M. Woolley, our Chairman and Chief Executive Officer, Spencer F. Kirk, one of our directors, and Richard S. Tanner, Kent Christensen, Charles L. Allen, David Rasmussen and Timothy Arthurs, members of our senior management, have outside business interests which could divert their time and attention away from us, which could harm our business.

 

Ø   Our business could be harmed if key personnel with long-standing business relationships in the self-storage industry terminate their employment with us.

 

Ø   Our investments in development and redevelopment projects may not yield anticipated returns, which would harm our operating results and reduce the amount of funds available for distributions.

 

Ø   We may assume unknown liabilities in connection with the formation transactions.

 

Ø   If you purchase shares of common stock in the offering, you will experience immediate and significant dilution in the book value of our common stock offered in the offering equal to $5.55 per share.

 

Ø   We could become highly leveraged in the future because our organizational documents contain no limitation on the amount of debt we may incur.

 

5


OWNED PROPERTIES

 

Upon completion of the offering and the formation transactions, we will own and operate 136 self-storage properties located in 20 states, 118 of which are wholly owned and 18 of which are held in joint ventures with third parties. The following tables set forth summary information regarding our 108 stabilized and our 28 lease-up properties:

 

Stabilized Property Data

 

     Number of

  

Net Rentable
Square Feet

  

Occupancy Rate
at May 31,
2004(1)

   

Occupancy
Rate at
December 31,
2003(1)

 
State    Properties    Units        

Wholly Owned Properties:

                           

California

   18    11,175    1,166,967    88.9 %   88.1 %

Massachusetts

   19    9,538    1,033,585    81.6 %   78.8 %

Florida

   14    9,394    941,656    90.3 %   87.7 %

New Jersey

   10    8,172    805,048    87.8 %   85.8 %

Texas

   7    4,287    463,143    85.7 %   85.2 %

Georgia

   5    2,688    357,228    85.2 %   83.1 %

Pennsylvania

   4    2,122    246,551    85.7 %   86.3 %

South Carolina

   4    2,090    246,969    91.8 %   88.7 %

Colorado

   4    1,801    231,608    86.1 %   82.8 %

Louisiana

   2    1,411    147,900    92.5 %   90.1 %

Missouri

   2    808    97,517    90.1 %   89.8 %

Virginia

   1    551    73,310    91.4 %   78.6 %

Utah

   1    551    72,750    87.6 %   79.5 %

New Hampshire

   1    623    72,600    86.3 %   91.6 %

New York

   1    1,270    58,526    89.1 %   87.5 %

Arizona

   1    480    57,630    98.2 %   84.1 %

Nevada

   1    460    56,500    88.8 %   90.1 %
    
  
  
            

Total Wholly Owned Properties

   95    57,421    6,129,488    87.2 %   84.8 %
    
  
  
            

Properties Held in Joint Ventures:

                           

California

   7    3,851    400,363    89.4 %   87.3 %

New Hampshire

   2    801    83,675    90.6 %   87.1 %

New Jersey

   2    1,737    166,845    83.0 %   81.3 %

New York

   2    1,515    136,919    86.0 %   83.7 %
    
  
  
            

Total Properties Held in Joint Ventures

   13    7,904    787,802    87.6 %   85.4 %
    
  
  
            

Total Stabilized Properties

   108    65,325    6,917,290    87.4 %   84.9 %
    
  
  
            

(1)   Occupancy rate is the total occupied square feet divided by total net rentable square feet.

 

6


Lease-Up Property Data

 

     Number of

  

Net Rentable

Square Feet

  

Occupancy Rate

at May 31,
2004(1)

   

Occupancy Rate

at December 31,
2003(1)

 
State    Properties    Units        

Wholly Owned Properties:

                           

Massachusetts

   6    3,511    375,505    45.7 %   39.0 %

California

   4    2,319    267,622    63.5 %   51.2 %

New York

   3    2,522    207,821    65.2 %   62.1 %

New Jersey

   3    2,584    201,223    52.6 %   42.2 %

Pennsylvania

   2    1,473    186,154    82.5 %   82.7 %

Illinois

   2    1,140    145,315    51.6 %   40.1 %

Maryland

   1    925    144,980    75.8 %   82.2 %

Connecticut

   2    1,377    124,540    44.9 %   51.0 %
    
  
  
            

Total Wholly Owned Properties

   23    15,851    1,653,160    59.1 %