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For a discussion of our potential risks and uncertainties, see the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC under the heading Item 1A. "Risk Factors" beginning on page 13, which is accessible on the SEC's website at www.sec.gov.
With the exception of the risk factor set forth below, which updates and supplements the risk factors disclosed in our 2025 Form 10-K, there have been no material changes to the risk factors disclosed in our 2025 Form 10-K.
Risks Related to the Pending Mergers with Public Storage.
The exchange ratio is fixed and will not be adjusted in the event of any change in the share prices of either us or Public Storage.
As a result of the Mergers, each of our common shares outstanding as of immediately prior to the effective time of the Company Merger will be converted into the right to receive 0.1400 Public Storage common shares. The 0.1400 exchange ratio is fixed and will not be adjusted to reflect changes in the share price of Public Storage's common shares.
Changes in the price of Public Storage's common shares prior to the Mergers will affect the market value of the consideration that our common shareholders will be entitled to receive at the effective time of the Company Merger. Share price changes may result from a variety of factors (many of which are beyond the control of us and Public Storage), including the following factors:
•changes in the respective businesses, operations, assets, liabilities and prospects of Public Storage or us;
•changes in market assessments of the business, operations, financial position and prospects of Public Storage or us;
•market assessments of the likelihood that the Mergers will be completed;
•the expected timing of the Mergers;
•interest rates, general market and economic conditions and other factors affecting the price of Public Storage common shares, Public Storage preferred shares, our common shares or our preferred shares;
•federal, state and local legislation, governmental regulation and legal developments in the businesses in which Public Storage and we operate; and
•other factors beyond the control of Public Storage or us, including those described under this section entitled "Risk Factors."
The price of Public Storage's common shares at the closing of the Mergers may vary from its price on the date the Merger Agreement was executed. As a result, the market value of the merger consideration represented by the exchange ratio will also vary. If the price of Public Storage's common shares declines between the date the Merger Agreement was signed and the closing of the Mergers, including for any of the reasons described above, our common shareholders will receive Public Storage common shares that have a market value upon completion of the Mergers that is less than the market value of such shares calculated pursuant to the exchange ratio on the date the Merger Agreement was signed.
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Therefore, since the number of Public Storage's common shares to be issued per one of our common shares is generally fixed, our common shareholders cannot be sure of the market value of the company share merger consideration they will receive upon consummation of the Mergers.
Completion of the Mergers is subject to many conditions, and if any of these conditions are not satisfied or waived, the Mergers may not be completed on the currently contemplated timeline or terms, or at all, which could result in a requirement that we pay a termination fee.
The consummation of the Mergers is subject to the satisfaction or waiver of certain conditions, including among others: (i) approval of the company merger by our common shareholders; (ii) approval of the Mergers and the other transactions contemplated by the Merger Agreement by the unitholders of our operating partnership; (iii) the effectiveness of a registration statement on Form S-4 in accordance with the provisions of the Securities Act; (iv) the absence of a law or order restraining, enjoining, rendering illegal or otherwise prohibiting the consummation of the Mergers; (v) the Public Storage common shares and the Public Storage preferred shares to be issued in the Mergers being approved for listing on the NYSE; (vi) the Dropdown JV having been formed; and (vii) other customary conditions.
We can provide no assurance that the conditions to completing the Mergers will be satisfied or waived, and accordingly, that the Mergers will be completed on the terms or timeline that the parties anticipate or at all. If any condition to the Mergers is not satisfied, it could delay or prevent the Mergers from occurring, which could negatively impact the price of our common shares or our preferred shares and our business, financial condition, results of operations and growth prospects, including negative publicity or a negative impression in the investment community.
In addition to the above risks, if the Merger Agreement is terminated and we seek an alternative transaction, our common shareholders cannot be certain that we will be able to find a party willing to engage in a transaction on more attractive terms than the Mergers. In addition, if the Merger Agreement is terminated under certain circumstances specified therein, we may be required to pay Public Storage a termination fee of approximately $202.0 million.
The pendency of the Mergers could adversely affect our businesses and operations.
In connection with the pending Mergers, some customers, vendors or other parties with commercial relationships with us may delay or defer decisions relating to such relationships, which could adversely affect our business, financial condition, results of operations and growth prospects, regardless of whether the Mergers are completed. Similarly, our employees may experience uncertainty about their future roles with the combined company following the Mergers, which may adversely affect our ability to attract and retain key personnel during the pendency of the Mergers. In addition, due to covenants in the Merger Agreement, we may be unable (without Public Storage's prior written consent), during the pendency of the Mergers, to undertake significant transactions involving the acquisition and/or disposition of assets, make significant capital expenditures, enter into any new line of business or enter into any material joint venture, partnership or other similar agreement, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions are believed by us to be beneficial.
The Merger Agreement contains provisions that could make it more difficult for a third party to acquire us or could result in any competing proposal being at a lower price than it might otherwise be.
We are subject to certain restrictions on our ability to solicit alternative acquisition proposals from third parties, to enter into an acquisition agreement with respect to an alternative acquisition proposal and to participate in discussions or negotiations with or provide non-public information to any person relating to an alternative acquisition proposal, subject to customary exceptions. In addition, we may be required to pay Public Storage a termination fee of approximately $202.0 million under specified circumstances.
Notwithstanding these "no-shop" restrictions, prior to obtaining the approval of our shareholders, under specified circumstances, our board may change its recommendation of the Mergers, and we may also terminate the Merger Agreement to enter into an acquisition agreement with respect to a superior proposal upon payment of the termination fee described above.
These provisions could make it more difficult for a third party that might have an interest in acquiring all or a significant part of us from considering or proposing such an acquisition, even if we were prepared to pay consideration with a higher per-share cash or market value than the market value proposed to be received in the Mergers, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in specified circumstances under the Merger Agreement.