PSB-W PS Business Parks Inc

PROPOSAL 3

PROPOSAL TO APPROVE ADJOURNMENT OF THE SPECIAL MEETING

We are asking our common stockholders to vote on a proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the Company Merger and the other transactions contemplated by the Merger Agreement.

Approval of the proposal to approve any such adjournment of the special meeting requires the affirmative vote of a majority of the votes cast on the proposal. Approval of this proposal is not a condition to the completion of the Mergers. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares of Common Stock “FOR,” “AGAINST” or “ABSTAIN” on this Proposal 3, your shares of Common Stock will be voted in accordance with the recommendation of our board of directors, which is “FOR” this Proposal 3. For the purpose of this proposal, failure to vote your shares of Common Stock (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have no effect on the proposal, assuming a quorum is present.

In addition, even if a quorum is not present at the special meeting, the chairman of the special meeting may adjourn the special meeting to a later date and time and place announced at the special meeting (subject to certain restrictions in the Merger Agreement, including that in certain circumstances the special meeting may not be held, without Parent’s consent, on a date that is more than 30 days after the date on which the special meeting was originally scheduled).

Recommendation of the Board of Directors

Our board of directors unanimously recommends that our common stockholders vote “FOR” the proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the Company Merger and the other transactions contemplated by the Merger Agreement.

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THE PARTIES TO THE MERGERS

PS Business Parks, Inc.

701 Western Avenue,

Glendale, California 91201

(818) 244-8080

We were originally formed as a California corporation in 1990 and effective May 19, 2021 we reincorporated to the State of Maryland. We elected to be taxed as a REIT under the Code commencing with our taxable year ended December 31, 1990. We are a fully-integrated, self-advised and self-managed REIT that owns, operates, acquires and develops commercial properties, primarily multi-tenant industrial, industrial-flex, and low rise-suburban office space. As of March 31, 2022, we owned and operated 27.0 million rentable square feet of commercial space in six states, comprising 96 parks and 652 buildings. Our properties are primarily located in major coastal markets that have experienced long-term economic growth. We also held a 95.0% interest in a joint venture entity which owns Highgate at The Mile, a 395-unit multifamily apartment complex located in Tysons, Virginia, and a 98.2% interest in a joint venture formed to develop Brentford at The Mile, a planned 411-unit multifamily apartment complex also located in Tysons, Virginia. We also manage for a fee approximately 0.3 million rentable square feet on behalf of Public Storage.

The Company’s website is psbusinessparks.com. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC. Our Common Stock is listed on the NYSE under the symbol “PSB.” Depositary shares in respect of each series of our Preferred Stock are listed on the NYSE under the symbols: “PSBPrX”, “PSBPrY” and “PSBPrZ.” For additional information about us and our business, please refer to “Where You Can Find More Information.”

PS Business Parks, L.P.

701 Western Avenue,

Glendale, California 91201

(818) 244-8080

The Partnership is currently a California limited partnership formed on January 2, 1997 and is planned to be converted into a Maryland limited partnership pursuant to the terms of the Merger Agreement. As of the record date, we owned approximately [    ]% of the common units of partnership interest of the Partnership. Substantially all of our assets are held by, and all of our operations are conducted through, the Partnership. Our interest in the Partnership entitles us to share in cash distributions from, and in the profits and losses of, the Partnership in proportion to our percentage ownership. As the sole general partner of the Partnership, we have exclusive and complete responsibility and discretion in managing and controlling the Partnership.

Sequoia Parent LP

c/o Blackstone Inc.

345 Park Avenue

New York, New York 10154

(212) 583-5000

Parent is a Delaware limited partnership and an affiliate of the Sponsor. Sequoia Parent GP LLC, a Delaware limited liability company, is the sole general partner of Parent and is also an affiliate of the Sponsor. Parent was formed solely for the purpose of acquiring us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. The Sponsor is an affiliate of Blackstone.

Blackstone is a global leader in real estate investing. Blackstone’s real estate business was founded in 1991 and has $298 billion of investor capital under management. Blackstone is the largest owner of commercial real

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estate globally, owning and operating assets across every major geography and sector, including logistics, residential, office, hospitality and retail. Blackstone’s opportunistic funds seek to acquire undermanaged, well-located assets across the world. Blackstone’s Core+ business invests in substantially stabilized real estate assets globally, through both institutional strategies and strategies tailored for income-focused individual investors including Blackstone Real Estate Income Trust, Inc. (BREIT), a U.S. non-listed REIT, and Blackstone’s European yield-oriented strategy. Blackstone Real Estate also operates one of the leading global real estate debt businesses, providing comprehensive financing solutions across the capital structure and risk spectrum, including management of Blackstone Mortgage Trust (NYSE: BXMT).

Sequoia Merger Sub I LLC

c/o Blackstone Inc.

345 Park Avenue

New York, New York 10154

(212) 583-5000

Merger Sub I is a Maryland limited liability company. Parent is the sole member of Merger Sub I. Merger Sub I was formed solely for purposes of facilitating Parent’s acquisition of us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, on the closing date, Merger Sub I will merge with and into the Company, and the Company will continue as the surviving company.

Sequoia Merger Sub II LLC

c/o Blackstone Inc.

345 Park Avenue

New York, New York 10154

(212) 583-5000

Merger Sub II is a Maryland limited liability company. Parent is the sole member of Merger Sub II. Merger Sub II was formed solely for purposes of facilitating Parent’s acquisition of us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, on the closing date, Merger Sub II will merge with and into the Partnership, and the Partnership will continue as the surviving partnership.

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THE SPECIAL MEETING

Date, Time and Purpose of the Special Meeting

This proxy statement is being furnished to our stockholders in connection with the solicitation of proxies by our board of directors to be exercised at a special meeting to be held on [          ], 2022, at [     ] [a.m./p.m.], [                ] time. The special meeting will be held at [    ].

Only holders of our Common Stock as of the close of business on the record date are entitled to receive notice of, and vote at, the special meeting or any adjournment or postponement thereof. If you are a holder of record, you will be able to attend the special meeting in person, ask a question and vote.    

The purpose of the special meeting is for you to consider and vote on the following matters:

Pursuant to the Maryland General Corporation Law and our bylaws, only the matters set forth in the Notice of Special Meeting may be brought before the special meeting. The affirmative vote of the holders of issued and outstanding Common Stock entitled to cast a majority of all the votes entitled to be cast on the matter is required to approve the Company Merger and the other transactions contemplated by the Merger Agreement and for the Mergers to occur. A copy of the Merger Agreement is attached as Exhibit A to this proxy statement, which we encourage you to read carefully in its entirety.

Record Date, Notice and Quorum

All holders of record of our Common Stock as of the record date, which was the close of business on [                ], 2022, are entitled to receive notice of and attend and vote at the special meeting or any postponement or adjournment of the special meeting. Each stockholder will be entitled to cast one vote on each matter presented at the special meeting for each share of Common Stock that such holder owned as of the record date. On the record date, there were [             ] shares of Common Stock outstanding and entitled to vote at the special meeting.

The presence in person or by proxy of our stockholders entitled to cast a majority of all the votes entitled to be cast at the special meeting will constitute a quorum for purposes of the special meeting. A quorum is necessary to transact business at the special meeting. Abstentions will be counted as shares present for the purposes of determining the presence of a quorum. If you fail to submit a proxy prior to the special meeting or to vote in person at the special meeting, your shares of Common Stock will not be counted toward a quorum. If a quorum is not present at the special meeting, we expect that the special meeting will be adjourned to a later date. Under our bylaws, the chairman of the special meeting may adjourn the special meeting, whether or not a quorum is present, to a later date and time and place announced at the special meeting (subject to certain restrictions in the Merger Agreement, including that in certain circumstances the special meeting may not be held, without Parent’s consent, on a date that is more than 30 days after the date on which the special meeting was originally scheduled).

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Required Vote

Completion of the Company Merger and the other transactions contemplated by the Merger Agreement requires approval of the Company Merger and the other transactions contemplated by the Merger Agreement by the affirmative vote of the stockholders entitled to cast a majority of all the votes entitled to be cast on the matter by the holders of issued and outstanding Common Stock. Each stockholder will be entitled to cast one vote on each matter presented at the special meeting for each share of Common Stock that such holder owned as of the record date. Because the required vote for this proposal is based on the number of votes our common stockholders are entitled to cast rather than on the number of votes cast, if you fail to exercise your proxy or vote in person (including by abstaining), or fail to instruct your broker, bank or other nominee how to vote, such failure will have the same effect as voting against the proposal to approve the Company Merger.

In addition, each of the proposal to approve the merger-related compensation and the proposal to approve adjournment of the special meeting requires the affirmative vote of a majority of the votes cast on the proposal. Approval of these proposals is not a condition to completion of the Mergers. For the purpose of each of these proposals, if you fail to exercise your proxy or vote in person, or fail to instruct your broker, bank or other nominee how to vote, it will not have any effect on the outcome of such proposals, assuming a quorum is present. Abstentions are not considered votes cast and therefore will have no effect on the outcome of these proposals, assuming a quorum is present.

In order for your shares of Common Stock to be voted, if you are a common stockholder of record, you must either return the enclosed proxy card, authorize your proxy or voting instructions by telephone or through the Internet, or vote in person at the special meeting.

The vote of the holders of shares of Preferred Stock, or depositary shares in respect thereof, is not required to approve any of the proposals at the special meeting and is not being solicited.

As of the record date, our directors and executive officers owned and are entitled to vote an aggregate of approximately [                ] shares of our Common Stock, entitling them to exercise approximately [     ]% of the voting power of our Common Stock entitled to vote at the special meeting. Our directors and executive officers have informed us that they intend to vote the Common Stock that they own in favor of the proposal to approve the Company Merger, in favor of the proposal to approve the merger-related compensation and in favor of the proposal to approve adjournment of the special meeting. In addition, Public Storage, solely in its capacity as our stockholder and limited partner of the Partnership, has entered into a Support Agreement pursuant to which it agreed, among other things, that at any meeting of the stockholders of the Company or partners of the Partnership, and in connection with any written consent of the stockholders of the Company or partners of the Partnership, it will (a) appear at such meeting or otherwise cause any Covered Securities to be counted as present thereat for the purpose of establishing a quorum, (b) vote or cause to be voted all of the Covered Securities in favor of adopting the Merger Agreement and approving the Mergers and the transactions contemplated thereby and (c) vote or cause to be voted all of the Covered Securities against any alternative acquisition proposal or any other action that could reasonably be expected to impede, interfere with, materially delay, materially postpone or adversely affect the Mergers or other transactions contemplated by the Merger Agreement or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company or the Partnership under the Merger Agreement or of Public Storage under the Support Agreement. Public Storage also agreed not to transfer any Covered Securities during the term of the Support Agreement. The Support Agreement does not require Public Storage to redeem any common units of partnership interest of the Partnership beneficially owned by Public Storage for shares of Common Stock. As of the record date, Public Storage beneficially owned approximately [            ] shares of our Common Stock, entitling it to exercise approximately [    ]% of the voting power of our Common Stock entitled to vote at the special meeting. As of the record date, Public Storage, together (without duplication) with our directors and executive officers, beneficially owned approximately [             ] shares of our Common Stock, entitling them to exercise approximately [    ]% of the voting power of our Common Stock entitled to vote at the special meeting.

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Votes cast by proxy or in person at the special meeting will be counted by the person appointed by us to act as inspector of election for the special meeting. The inspector of election will also determine the number of shares of Common Stock represented at the special meeting, in person or by proxy.

How to Authorize a Proxy

Holders of record of our Common Stock may vote or cause their shares to be voted by proxy using one of the following methods:

Regardless of whether you plan to attend the special meeting, we request that you authorize a proxy for your Common Stock as described above as promptly as possible.

Under NYSE rules, all the proposals in this proxy statement are non-routine matters, so there can be no broker non-votes at the special meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Brokers, banks and other nominees do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. Accordingly, if your shares are held in “street name” through a broker, bank or other nominee, you must direct your intermediary regarding how you would like your shares voted by following the voting instructions you receive from your broker, bank or other nominee; or, if you want to participate in the special meeting, you must follow the instructions you receive from your broker, bank or other nominee. Because the proposal to approve the Company Merger requires the affirmative vote of the stockholders entitled to cast a majority of all the votes entitled to be cast on the matter by the holders of issued and outstanding Common Stock, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to approve the Company Merger. Because the approval of each of (1) the proposal to approve the merger-related compensation and (2) the proposal to adjourn the special meeting requires the affirmative vote of a majority of the votes cast on such proposal, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of either proposal, assuming a quorum is present.

Proxies and Revocation

If you authorize a proxy, your Common Stock will be voted at the special meeting as you indicate on your proxy. If no instructions are indicated when you authorize your proxy, your Common Stock will be voted in accordance with the recommendations of our board of directors. Our board of directors recommends that you vote “FOR” the proposal to approve the Company Merger, “FOR” the proposal to approve the merger-related compensation and “FOR” the proposal to approve adjournment of the special meeting.

You may revoke your proxy at any time, but only before the proxy is voted at the special meeting, in any of three ways:

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Attendance at the special meeting will not, in itself, constitute revocation of a previously granted proxy. If you own Common Stock in “street name,” you may revoke or change previously granted voting instructions by following the instructions provided by the broker, bank or other nominee that is the registered owner of the shares.

Pursuant to the Maryland General Corporation Law and our bylaws, only the matters set forth in the Notice of Special Meeting may be brought before the special meeting.

Solicitation of Proxies

We will bear the cost of solicitation of proxies for the special meeting. In addition to the use of mail, proxies may be solicited by personal interview, telephone, fax, e-mail or otherwise, by our officers, directors and other employees, for which they will not receive additional compensation. We have engaged D.F. King & Co., Inc. to assist in the solicitation of proxies for a fee of $15,000, plus reimbursement of out-of-pocket expenses, and we have agreed to indemnify D.F. King & Co., Inc. against certain losses, costs and expenses. We also will request persons, firms and corporations holding Common Stock in their names, or in the names of their nominees, that are beneficially owned by others to send or cause to be sent proxy materials to, and obtain proxies from, such beneficial owners and will reimburse such holders for their reasonable expenses in so doing.

Adjournments

Although it is not currently expected, the special meeting may be adjourned for, among other purposes, the purpose of soliciting additional proxies if the holders of a sufficient number of shares of Common Stock are not present at the special meeting, in person or by proxy, to constitute a quorum or if we believe it is reasonably likely that the Company Merger and the other transaction contemplated by the Merger Agreement will not be approved at the special meeting when convened on [                ], 2022, or when reconvened following any adjournment. Any adjournments may be made, without setting a new record date for the special meeting, to a date not more than 120 days after the original record date without notice (other than by an announcement at the special meeting), by the chairman of the special meeting, whether or not a quorum is present, to a later date and time and place announced at the special meeting (subject to certain restrictions in the Merger Agreement, including that in certain circumstances the special meeting may not be held, without Parent’s consent, on a date that is more than 30 days after the date on which the special meeting was originally scheduled).

Postponements

At any time prior to convening the special meeting, we may postpone the special meeting, without setting a new record date for the special meeting, for any reason without the approval of our common stockholders to a date not more than 120 days after the original record date (subject to certain restrictions in the Merger Agreement, including that in certain circumstances the special meeting may not be held, without Parent’s consent, on a date that is more than 30 days after the date on which the special meeting was originally scheduled). Notice of the date, time and place to which the special meeting is postponed shall be given not less than 10 days prior to such date.

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THE MERGERS

General Description of the Mergers

Under the terms of the Merger Agreement, affiliates of Blackstone will acquire the Company and its subsidiaries, including the Partnership, through (1) the merger of Merger Sub II with and into the Partnership, with the Partnership continuing as the Surviving Partnership and (2) the merger of Merger Sub I with and into the Company, with the Company continuing as the Surviving Company.

Background of the Mergers

Our board of directors and senior management regularly review our performance and prospects in light of the current business, economic, capital markets, and real estate environments, as well as developments in the multi-tenant industrial, industrial-flex, and low-rise suburban office space and the opportunities and challenges facing participants in those businesses. These reviews have included consideration, from time to time, of potential strategic alternatives, including potential acquisitions, dispositions, the re-weighting of our portfolio of assets to industrial assets, joint ventures, spin-off transactions, and business combination transactions, as well as remaining an independent public company. Our board of directors and senior management have considered various challenges that we have faced as a public company, in particular the competitive environment for acquiring industrial and industrial-flex assets and our close to zero tax basis in existing assets, making asset-by-asset dispositions inefficient from a tax perspective, as well as the discount to estimated net asset value at which shares of Common Stock have recently traded and the implications of this discount on the cost of obtaining capital to fund future acquisitions and growth.

Additionally, from time to time, the Chairman of the board of directors, Ronald L. Havner, and our senior management have engaged in discussions with executives of other participants in the real estate industry, including Blackstone, regarding potential acquisitions or dispositions of assets or portfolios of assets, as well as potential joint ventures. In January 2021, the Company and Blackstone engaged in discussions regarding the Company acquiring a portfolio of industrial properties on the west coast of the United States that Blackstone planned to sell. Blackstone conducted an auction to sell these properties, and, after preliminary discussions, the Company determined in March 2021 not to pursue the transaction because, among other things, the competitive dynamic and resulting price expectations meant the acquisition would not be accretive to the Company.

In February 2021, a representative of Blackstone contacted Mr. Havner, expressing that Blackstone would be interested in exploring a potential acquisition of the Company, and requesting that the Company provide Blackstone with non-public information for such purpose. The conversation was high level and no specific terms were discussed. On February 24, 2021, the Company and Blackstone entered into a confidentiality agreement, following which the Company provided Blackstone limited property-level financial information. Over the next few weeks, Blackstone engaged in due diligence on the Company and, on March 11, 2021, Blackstone’s representative telephoned Mr. Havner and informed him that, based on Blackstone’s due diligence review, Blackstone would not be in a position at that time to offer to acquire the Company at a premium to its then-current stock price. On March 11, 2021, the closing price of the Company’s Common Stock was $151.53 per share. Mr. Havner relayed this conversation to the other members of the board.

At a meeting of the Company’s board of directors on August 28, 2021, the board of directors reviewed our business performance and outlook in light of general market conditions and considered opportunities and risks in our industrial, flex and office real estate businesses. The board discussed, among other things, the Company’s strategic direction, as well as the real estate business environment. At the meeting, in light of the business and real estate environment at the time, the board of directors determined to engage Eastdil, which has from time to time acted as a broker for real estate transactions involving the Company, to assist the board in confidentially evaluating strategic options and assessing the value of the Company and its assets. The board of directors directed management to assist Eastdil in preparing its evaluation, with the results of such evaluation to be presented to the board at a meeting later in 2021.

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On October 26, 2021, during a meeting of the Company’s board of directors, which was attended by the Company’s senior management, Eastdil presented its assessment of the state of the real estate industry, including the industrial, flex, and office sectors. Representatives of Eastdil also presented a preliminary valuation of the Company and the assets in the Company’s portfolio and discussed with the board possible approaches to creating value through strategic acquisitions and dispositions The board discussed with management and Eastdil the benefits and risks of pursuing such opportunities, and instructed management and Eastdil to continue reviewing such strategic acquisitions and dispositions.

On December 1, 2021, a representative of Blackstone contacted a representative of Eastdil to discuss the Company and the Company’s real estate portfolio. Blackstone’s representative was aware that the Company had previously worked with Eastdil with respect to acquisitions and dispositions of real estate assets. The representative of Blackstone indicated that Blackstone would be interested in discussing an acquisition of the entire Company. Blackstone’s representative did not propose a valuation of the Company, stating that before proposing a purchase price, Blackstone would need access to certain confidential information regarding the Company. Blackstone’s representative then asked that the representative of Eastdil communicate Blackstone’s interest to the Company, including with respect to receiving confidential information of the Company.

Between December 2, 2021 and December 4, 2021, representatives of Eastdil conveyed their discussions with Blackstone to Mr. Havner and Dan “Mac” Chandler, III, the Company’s then-President and Chief Executive Officer, including that Blackstone had expressed an interest in potentially making a proposal to acquire the Company.

On December 8, 2021, during a meeting of the Company’s board of directors, which was attended by the Company’s senior management, Mr. Havner and Mr. Chandler provided a summary to the other members of the board regarding Blackstone’s renewed interest in potentially acquiring the Company and its request to receive access to certain confidential information of the Company in order to make a proposal to acquire the Company. After discussion, the board of directors authorized members of management to provide confidential information about the Company to Blackstone in order to determine Blackstone’s proposed purchase price for an acquisition of the Company.

On December 14, 2021, Mr. Chandler discussed with a representative of Blackstone the Company’s willingness to provide confidential information of the Company so that Blackstone could provide a proposed purchase price, subject to the parties entering into a new confidentiality agreement given the earlier confidentiality agreement was scheduled to expire on February 24, 2022. On December 19, 2021, the Company and Blackstone entered into a new confidentiality agreement. Following the execution of the new confidentiality agreement, the Company granted access to an electronic data room to representatives of Blackstone and Blackstone commenced its extensive due diligence review, including of property-level information, which continued until the execution of the Merger Agreement.

On January 6, 2022, a representative of Blackstone contacted Mr. Havner to update Mr. Havner on Blackstone’s extensive due diligence efforts and informed Mr. Havner that Blackstone intended to propose a specific purchase price for the Company in the near future.

On January 18, 2022, the Company announced that Mr. Chandler would take a temporary leave of absence for health reasons unrelated to the coronavirus (COVID-19) pandemic, effective January 17, 2022. The Company also announced that in connection with Mr. Chandler’s leave of absence, on January 17, 2022, the board of directors appointed Stephen W. Wilson, a member of the Company’s board, to serve as interim President and Chief Executive Officer and Maria R. Hawthorne, a member of the Company’s board, to serve as interim Chief Operating Officer, until Mr. Chandler returned from his leave of absence. Subsequently on March 23, 2022, the Company announced that Mr. Chandler would step down as President and Chief Executive Officer. On April 5, 2022, the Company announced that Mr. Wilson had been appointed President and Chief Executive Officer of the Company, and that he would continue to serve as a member of the board of directors.

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On February 3, 2022, a representative of Blackstone contacted representatives of Eastdil to orally communicate an indicative purchase price for all of the outstanding shares of Common Stock and all outstanding common units of partnership interest of the Partnership not owned by the Company of $188.00 per share/unit in cash. The representative of Blackstone did not outline any other terms of the proposal. Thereafter on February 3, 2022, representatives of Eastdil contacted Mr. Havner and Mr. Wilson to summarize the conversation with Blackstone’s representative, including the proposed indicative purchase price.

On February 8, 2022, during a meeting of the Company’s board of directors, which was attended by the Company’s senior management, Mr. Havner and members of the Company’s senior management provided an update on discussions with Blackstone, including the February 3, 2022 indicative purchase price of $188.00 per share/unit. During the meeting, the board discussed, among other things, general real estate and economic conditions and the Company’s potential opportunities and strategic direction, including potential monetization opportunities and the standalone case as an independent public company, and the benefits and risks related to each, including those discussed at prior meetings of the board of directors. Following discussion, the board determined that the Company should communicate to Blackstone that its indicative purchase price was too low and that, based on current market conditions at the time, any indicative purchase price should be at least $200.00 per share/unit. Following further discussions, the board determined to reconvene in the coming days to receive any updates and further discuss the indicative purchase price and potential next steps.

On February 9, 2022, Mr. Havner communicated to representatives of Eastdil the board of directors’ view that the indicative purchase price of $188.00 per share/unit was too low at this time, and that any indicative purchase price should be at least $200.00 per share/unit. Representatives of Eastdil subsequently communicated the board’s views to representatives of Blackstone.

On February 12, 2022, representatives of Blackstone contacted representatives of Eastdil to inform them that Blackstone was not prepared to offer more than $188.00 per share/unit. Representatives of Eastdil subsequently communicated Blackstone’s unwillingness to increase the indicative purchase price to Mr. Havner and Mr. Wilson.

On February 13, 2022, during a meeting of the Company’s board of directors, which was attended by the Company’s senior management, Mr. Havner, Mr. Wilson, and other members of management provided an update on the discussions with Blackstone and Eastdil and continued their discussion of Blackstone’s proposal, the general market conditions, and the Company’s performance and opportunities. Following discussion, the board of directors authorized management to evaluate beginning a confidential process to explore potential strategic alternatives with the goal of enhancing stockholder value, which could include a potential transaction such as a merger, business combination, sale, spin-off, dissolution and distribution of assets, or other transaction, as well as the potential for the Company to continue operating its business as a standalone public company. In order to facilitate this process, the board formed an ad-hoc transaction committee of the board of directors comprised of three independent directors (the “Transaction Committee”), which would provide advice to members of the Company’s senior management on day-to-day matters involving this process and assist in the selection of financial, legal, and other advisors as appropriate. The members of the board of directors named to the Transaction Committee were M. Christian Mitchell, Gary E. Pruitt, and Robert S. Rollo, with Mr. Mitchell appointed Chairman of the Transaction Committee. Thereafter on numerous occasions, Mr. Mitchell and Mr. Wilson discussed various matters related to the potential transaction with Blackstone and the potential strategic alternatives review process, as well as the Company’s standalone business plan, and Mr. Mitchell also discussed these matters with the other members of the Transaction Committee.

On February 14, 2022, the Transaction Committee held a meeting by teleconference during which the Transaction Committee decided that Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) should be retained by the Company to act as the Company’s legal advisor in connection with the Company’s evaluation of strategic alternatives. Additionally, the Transaction Committee determined that, in addition to Eastdil, who would continue to serve as real estate advisor to the Company and as a financial advisor, it would be advisable for the

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Company to retain an additional financial advisor. Later that week, after meeting with several candidates, based on the recommendation of the Transaction Committee, the Company retained J.P. Morgan as co-financial advisor to the Company in connection with its consideration of strategic alternatives. J.P. Morgan was selected based on its qualifications, expertise and reputation in the industrial, industrial-flex and office sectors, and its knowledge of the business and affairs of the Company and of potential counterparties.

On February 24, 2022, the Russian Federation launched an invasion of Ukraine, which conflict escalated throughout the spring of 2022 and continues as of the date of this proxy statement. Following commencement of the invasion, there was a rapid deterioration of the credit markets, including as related to real estate in the United States, and borrowing costs associated with purchasing real estate continued to increase.

During the final week of February and the month of March, members of management worked with Eastdil and J.P. Morgan to prepare for a potential process to explore potential strategic alternatives for the Company. Also during this period, members of management and the Company’s financial advisors monitored market conditions in light of the war in Ukraine, including the substantial deterioration in the access and the cost of credit relative to prior to Russia’s invasion of Ukraine. Members of management and the Company’s financial advisors continued to evaluate the potential strategic alternatives in light of the macroeconomic environment, and compared those alternatives to the Company’s strategic business plan as a standalone public company. Also during this time, members of management finalized the Company’s projections for 2022 through 2026, which we refer to as the “Company Projections” (discussed in more detail under “—Forward Looking Financial Information”).

During March 2022, representatives of Blackstone continued to discuss with representatives of J.P. Morgan and Eastdil a potential acquisition of the Company, taking into account the rapidly deteriorating economic environment and the rise of borrowing costs. Representatives of Blackstone communicated that Blackstone was no longer willing to offer an indicative purchase price of $188.00 per share/unit, and, on several occasions, indicated that given the deterioration in the credit markets, any purchase price may need to be less than $180.00 per share/unit. Representatives of J.P. Morgan and Eastdil subsequently informed Mr. Wilson of these discussions, who regularly updated Mr. Havner and Mr. Mitchell and the other members of the Transaction Committee regarding these discussions.

On March 18, 2022, at a meeting of the board of directors, Mr. Wilson provided an update on management’s work with J.P. Morgan and Eastdil regarding the potential process to evaluate strategic alternatives for the Company. Mr. Wilson described to the board of directors the various alternatives that management and its advisors had identified, including the Company continuing to execute on its strategic plan and operating its business as a standalone, public company, as well as potential transactions such as a merger, business combination, sale, spin-off, dissolution and distribution of assets. Mr. Wilson also discussed with the board of directors the macroeconomic and real estate environments in general, including the substantial deterioration in the credit markets that had occurred since the beginning of the conflict in Ukraine, and the impact such deterioration would have on any potential purchaser of the Company or its real estate assets.

On March 25, 2022, Mr. Havner, a representative of Eastdil, and a representative of Blackstone met to discuss a variety of matters related to the real estate industry. At that meeting, Mr. Havner asked the representative of Blackstone whether Blackstone was still interested in pursuing an acquisition of the Company and, if so, at what price. Blackstone’s representative informed Mr. Havner that Blackstone was interested in an acquisition of the Company and that their respective representatives should continue discussions in a bilateral manner, without the Company engaging with third parties. Mr. Havner informed Blackstone’s representative that if the Company were to enter into bilateral negotiations with Blackstone regarding a transaction, he and the other members of the board of directors would insist on the right of the Company to solicit alternative proposals during a “go-shop” period following the execution of any definitive agreement with Blackstone.

On March 29, 2022, Mr. Wilson, Mr. Havner and representatives of Blackstone met via teleconference to further discuss Blackstone’s potential acquisition of the Company. The representatives of Blackstone did not

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make a proposal during the discussion. Mr. Havner and representatives of Blackstone agreed that representatives of Blackstone would meet with Mr. Wilson and additional representatives of the Company on March 31, 2022, during which meeting members of management would describe underappreciated features of specific assets of the Company that the Company believed were likely undervalued in Blackstone’s model, and thus not accurately reflected in any indicative purchase price.

On March 31, 2022, representatives of each of the Company, including Mr. Wilson, Blackstone, J.P. Morgan and Eastdil met via teleconference, during which meeting members of management discussed the Company’s portfolio of underappreciated assets, and answered questions from representatives of Blackstone regarding the Company’s assets, business strategy and financial outlook. At the conclusion of the meeting, representatives of Blackstone indicated that they would provide an updated indicative purchase price shortly after the meeting.

On April 1, 2022, representatives of Blackstone, J.P. Morgan, and Eastdil continued to discuss the proposed transaction and the possible valuation of the Company. During this discussion, representatives of Blackstone indicated that they would be prepared to acquire all of the outstanding shares of Common Stock and all outstanding common units of partnership interest of the Partnership not owned by the Company for $185.00 per share/unit in cash (the “April 1 Proposal”). Thereafter on April 1, 2022, representatives of J.P. Morgan and Eastdil informed Mr. Wilson, Mr. Havner, and members of the Transaction Committee of the discussions with Blackstone, including the April 1 Proposal. Mr. Wilson, Mr. Havner, and the members of the Transaction Committee agreed that they would discuss the April 1 Proposal at a meeting of the board of directors in order to determine a response.

On April 5, 2022, the board of directors held a meeting, which was attended by members of the Company’s senior management and representatives of J.P. Morgan, Eastdil, and Wachtell Lipton. Mr. Wilson and representatives of J.P. Morgan and Eastdil provided members of the board of directors with an update on developments with respect to the strategic review, as well as discussions with Blackstone, including the April 1 Proposal. Additionally, representatives of J.P. Morgan and Eastdil provided the board of directors with an update on the real estate market and macroeconomic conditions since the Russian invasion of Ukraine, including the rapid deterioration of the credit markets, and the rising interest rate environment for borrowers. Representatives of J.P. Morgan then reviewed with the board their preliminary financial analysis of the April 1 Proposal, including their analysis of Blackstone’s overall financial ability to acquire the Company, and representatives of Wachtell Lipton reviewed with the board its legal obligations in connection with considering the possible sale of the Company. Following this discussion, representatives of J.P. Morgan provided an overview of other strategic alternatives that members of management and representatives of each of Eastdil and J.P. Morgan had discussed, including a potential separation of the Company’s industrial-flex and office assets through the formation of a joint venture and/or taxable spin-off transaction. Members of the board of directors further discussed the April 1 Proposal and potential responses, including in the context of the Company’s standalone plan, as well as potential short- and long-term execution and strategic risks to the Company’s long-range financial plan on a standalone basis, including the deteriorating credit markets and rising interest rate environment, as well as the execution risks associated with the strategic alternatives that J.P. Morgan and members of management had identified. Representatives of J.P. Morgan also reviewed with the board other potential acquirors of the Company, including other publicly traded real estate investment trusts, as well as financial sponsor buyers other than Blackstone.

Following this discussion, the board, management and advisors reviewed and discussed the risks to the Company and its business posed by contacting other potential bidders before engaging in discussions with Blackstone, including: concerns that market leaks and rumors regarding a potential transaction would disrupt the Company’s business relationships and risk employee turnover, as well as lead to turnover in our stockholder base and potential stock price volatility, and the limited number of potential purchasers with the financial ability to acquire the Company in light of its size and diverse portfolio of assets comprising multi-tenant industrial, industrial-flex, and low-rise suburban office space (including as a result of the deterioration in credit markets and the rising interest rate environment). As a result, the board determined that it was in the best interest of the

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Company and its stockholders to pursue a transaction with Blackstone with a price per share/unit of at least $185.00 per share in cash, but that any definitive agreement with Blackstone must contain a “go-shop” provision or other mechanism that would permit the Company to solicit and entertain potentially superior proposals from other bidders while having a binding contract with Blackstone. After further discussion of the best path forward to maximizing value for the Company’s stockholders, the board of directors instructed management and the Company’s financial advisors to request that Blackstone revise the April 1 Proposal to improve its price per share/unit, and suggested that they make a counteroffer of $190.00 per share/unit in cash, and to inform Blackstone that the Company would require that any merger agreement include a go-shop provision.

On April 6, 2022, representatives of J.P. Morgan and Eastdil, acting at the direction of the board of directors, contacted a representative of Blackstone to inform him that the Company was prepared to move forward with bilateral negotiations with Blackstone for an acquisition by Blackstone of the Company, but that to do so Blackstone would need to improve the price per share/unit of its April 1 Proposal, and suggested $190.00 as a price that the board of directors might find acceptable. Additionally, representatives of J.P. Morgan and Eastdil, acting at the direction of the board of directors, informed Blackstone’s representative that any definitive agreement between the Company and Blackstone must include a go-shop provision.

On April 7, 2022, a representative of Blackstone contacted Mr. Wilson to inform him that Blackstone would be making an offer to acquire the Company for $187.50 per share/unit in cash. Thereafter, a representative of Blackstone emailed a letter to Mr. Wilson containing a non-binding proposal (the “April 7 Letter”) for Blackstone to acquire all of the outstanding shares of Common Stock at a value of $187.50 per share in cash. The April 7 Letter also proposed that (i) the Company not be permitted to declare or pay any further dividends on its Common Stock prior to the closing of a transaction, (ii) the Company’s Preferred Stock (and the depositary shares representing an interest therein) would remain outstanding following the closing of the proposed transaction, and (iii) the merger agreement for any such transaction contain a customary no-shop provision. The April 7 Letter also stated that Blackstone’s proposal was not subject to a financing condition. Mr. Wilson shared the April 7 Letter with the members of the board of directors, as well as the Company’s financial and legal advisors.

On April 8, 2022, following discussion with other members of the board of directors, including Mr. Havner and Mr. Mitchell, Mr. Wilson contacted a representative of Blackstone to inform him that he would be sending the Company’s written response to the April 7 Letter, and that it would include a purchase price of $188.00 per share/unit in cash, as well as the right of the Company to continue paying its regular, quarterly dividends/distributions on the Common Stock and common units of partnership interest of the Partnership up to $1.05 per quarter, including pro rata dividends or distributions for any stub period prior to closing.

Following this call on April 8, 2022, Mr. Wilson emailed a letter to Blackstone’s representative containing the Company’s response to the April 7 Letter (the “April 8 Company Letter”), which stated that the Company was prepared to proceed with a transaction with Blackstone, subject to alignment on the following key terms: (i) a transaction price of $188.00 per share/unit in cash for all of the outstanding common equity of the Company and the Partnership, (ii) the right of the Company and the Partnership to continue paying their regular, quarterly dividends/distributions on the shares of Common Stock and common units of partnership interest of the Partnership of up to $1.05 per quarter, including pro rata dividends or distributions for any stub period prior to closing, (iii) a go-shop period of 45 days after signing the merger agreement, (iv) a termination fee equal to 2.5% of the equity value of the transaction, payable by the Company to Blackstone in the event that the Company terminated its agreement with Blackstone to enter into a definitive agreement with a topping bidder, provided that such termination fee would be equal to 0.5% of the equity value of the transaction if the Company terminated its agreement with Blackstone to enter into an agreement with a bidder that emerged during the 45-day go-shop period, and (v) the Preferred Stock (and depositary shares representing an interest therein) would remain outstanding following the closing. The April 8 Company Letter also stated that, if Blackstone and the Company aligned on the foregoing terms, the Company was willing to forego the right to specifically enforce Blackstone’s obligation to close the transaction, consistent with the approach Blackstone has taken in its other

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acquisitions of publicly traded real estate investment trusts, provided that Blackstone agree to pay a reverse termination fee equal to 12% of the equity value of the transaction (including the aggregate liquidation preference of the Preferred Stock) in the event Blackstone breached its obligation to close the transaction when otherwise obligated to do so. Finally, the letter stated that the Company expected that if Blackstone and the Company aligned on these key terms, the parties could negotiate definitive documentation expeditiously.

On April 9, 2022, a representative of Blackstone contacted Mr. Wilson and stated that Blackstone had reviewed the April 8 Company Letter, and was willing to agree to most of the key terms with certain modifications, which would be set forth in an updated proposal letter. In particular, Blackstone’s representative noted that Blackstone was unwilling to permit the Company and the Partnership to declare or pay any dividends on the shares of Common Stock or common units of partnership interest of the Partnership for the second quarter of 2022 and was only willing to permit a pro-rata dividend or distribution at a rate of $1.05 per quarter for the period from July 1, 2022 through the closing of a transaction.

Following this discussion, on April 9, 2022, a representative of Blackstone emailed a proposal to Mr. Wilson containing Blackstone’s response to the April 8 Company Letter (the “April 9 Blackstone Proposal”). In the April 9 Blackstone Proposal, Blackstone agreed to the terms of the April 8 Company Letter, including the price per share/unit of $188.00, with the following modifications: (i) the Company and the Partnership would not be permitted to declare and/or pay any dividends/distributions on the shares of Common Stock and common units of partnership interest of the Partnership during the second quarter of 2022 and would only have the ability to declare and/or pay a pro rata dividend/distribution at a rate of $1.05 per quarter for the period from July 1, 2022 through the closing, (ii) the go-shop period would last for 30 days, instead of 45 days, (iii) the termination fee payable from the Company to Blackstone in the event that the Company terminated the merger agreement to accept a superior proposal from another bidder would be equal to 3.0% of the equity value of the transaction (including the aggregate liquidation preference of the Preferred Stock), provided that such termination fee would be equal to 1.5% of the equity value of the transaction (including the aggregate liquidation preference of the Preferred Stock) if, within 40 days of signing, the Company terminated its agreement with Blackstone and entered into an agreement with a bidder that made a proposal during the go-shop period that the board determined in good faith prior to the end of the go-shop period constituted or could reasonably be expected to lead to a superior proposal, and (iv) the reverse termination fee payable by Blackstone to the Company in the event Blackstone breached its obligation to close the transaction when otherwise obligated to do so would be 9% of the equity value of the transaction (including the aggregate liquidation preference of the Preferred Stock). Mr. Wilson shared the April 9 Blackstone Proposal with certain members of the board of directors, as well as the Company’s financial and legal advisors.

Later on April 9, 2022, following discussion with certain other members of the board of directors, including Mr. Havner and Mr. Mitchell, Mr. Wilson contacted a representative of Blackstone and stated that the Company had reviewed the April 9 Blackstone Proposal, and that he believed the parties had reached agreement on most key terms, but that the Company was unwilling to forego the Company’s and the Partnership’s right to continue declaring and paying its regular, quarterly dividends/distributions of up to $1.05 per quarter per share/unit, as well as pro rata dividends/distributions for any stub period prior to closing. Mr. Wilson informed Blackstone’s representative that the Company’s written response to the April 9 Blackstone Proposal would be forthcoming.

Following this call, on April 9, 2022, Mr. Wilson emailed a proposal to a representative of Blackstone containing the Company’s response to the April 9 Blackstone Proposal (the “April 9 Company Proposal”). The April 9 Company Proposal agreed to the terms of the April 9 Blackstone Proposal with certain modifications, including: (i) there would be no suspension of the Company’s or the Partnership’s right to declare and pay regular, quarterly dividends/distributions of up to $1.05 per share/unit, including a pro rata dividend or distribution for any stub period prior to closing, and (ii) the reverse termination fee payable by Blackstone to the Company in the event Blackstone breached its obligation to close the transaction when otherwise obligated to do so would be 10% of the equity value of the transaction (including the aggregate liquidation preference of the Preferred Stock).

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Later on April 9, 2022, a representative of Blackstone informed Mr. Wilson that Blackstone was willing to agree to the terms of the April 9 Company Proposal, including the right of the Company and the Partnership to declare and pay regular, quarterly dividends/distributions of up to $1.05 per share/unit, including a pro rata dividend or distribution for any stub period prior to closing, but that the purchase price per share/unit must be $187.50 to partially account for the Company’s right to continue to pay its regular, quarterly dividends/distributions of up to $1.05 per share/unit, including a pro rata dividend or distribution for any stub period prior to closing.

Following receipt of Blackstone’s revised proposal, on April 9, 2022, Mr. Wilson discussed Blackstone’s proposal with certain other members of the board of directors and the Company’s legal and financial advisors. Following discussion, Mr. Wilson and such other members of the board of directors determined that, consistent with the board’s prior determination on April 5, 2022, it would be in the best interests of the Company and its stockholders to attempt to negotiate definitive documentation on terms consistent with those set forth in the April 9 Company Proposal, with a purchase price per share/unit of $187.50. Mr. Wilson thereafter contacted Blackstone’s representative to notify him that the Company was prepared to proceed on this basis.

Beginning on April 10, 2022, the Company made available to Blackstone and its representatives certain additional due diligence information. Thereafter, from April 10, 2022 through April 24, 2022, Blackstone, with the assistance of its advisors, continued to conduct due diligence on the Company and its assets, including through calls with members of management.

On April 12, 2022, the board of directors held a meeting, which was attended by members of the Company’s senior management and representatives of J.P. Morgan, Eastdil and Wachtell Lipton. Mr. Wilson and representatives of J.P. Morgan and Eastdil provided the board of directors with an update on the negotiations with Blackstone since the board had authorized Mr. Wilson on April 5, 2022 to pursue a transaction with Blackstone at a price per share/unit of at least $185.00. The group discussed that Blackstone had agreed to a price per share/unit of $187.50, as well as to the Company and the Partnership continuing to make regular, quarterly dividends/distributions in an amount of up to $1.05 per share/unit, including a pro rata dividend/distribution with respect to any stub period prior to closing. The group discussed that, given that the approval of the Company’s common stockholders would be required in any such transaction, any transaction with Blackstone would be unlikely to close during the second quarter of 2022, and thus the right to pay a dividend during the second quarter of 2022 as well as a stub dividend for any stub period prior to closing would likely result in common stockholders receiving at least $1.05 that they would not otherwise receive if the Company were not permitted to declare and pay a dividend for the second quarter of 2022. Additionally, the group discussed the fact that Blackstone had agreed that any definitive documentation with respect to a transaction would provide the Company the right to solicit and entertain proposals from bidders other than Blackstone during a 30-day go-shop period. The board instructed Mr. Wilson and members of the Company’s senior management, along with the Company’s financial and legal advisors, to proceed to negotiate definitive documentation with Blackstone consistent with the terms described to the board at this meeting, which documentation would remain subject to final board approval.

On April 13, 2022, Simpson Thacher & Bartlett LLP, legal advisors to Blackstone, provided initial drafts to Wachtell Lipton of the proposed merger agreement and the other transaction documents. Between April 13, 2022 and April 24, 2022, the parties’ respective management teams and legal and financial advisors engaged in extensive negotiations regarding the terms of the proposed merger agreement and other transaction documentation. During the course of these negotiations, areas of discussion and negotiation between the parties included, among other things, the representations and warranties to be made by the parties, the Company’s obligations with respect to the operation of its business during the period between the signing of the merger agreement and the consummation of the Mergers, the scope of the restrictions applicable to actions taken by the Company during the period between the signing of the merger agreement and the consummation of the Mergers, the conditions to completion of the Mergers, the plans of the surviving company following the consummation of the Mergers with respect to the Preferred Stock and depositary shares in respect thereof, the termination

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provisions and the triggers of the termination fee payable by the Company, and the provisions regarding the Company’s equity awards, employee benefit plans, retention, severance and other compensation matters.

On April 18, 2022, a representative of a private equity firm (“Party A”) contacted Mr. Wilson and orally communicated an interest in acquiring the Company. Mr. Wilson informed the representative of Party A that he would inform the board of such interest and inquired at what price would Party A be willing to pursue such a transaction. The representative of Party A stated that Party A would need due diligence information regarding the Company, but orally informed Mr. Wilson that the price could be up to as much as $200.00 per share/unit, subject to due diligence and obtaining necessary financing for such a transaction. Mr. Wilson asked the representative of Party A to present its proposal in writing. Thereafter, Mr. Wilson informed Mr. Mitchell, Mr. Havner, and the Company’s financial and legal advisors of the discussion with Party A.

On April 24, 2022, the board of directors held a meeting by videoconference, which was attended by members of the Company’s senior management and representatives of J.P. Morgan, Eastdil, and Wachtell Lipton. During this meeting, members of the Company’s senior management and its financial and legal advisors reviewed the history of negotiations with Blackstone and the terms of the proposal by Blackstone and the associated transaction documents. Mr. Wilson also informed the board of directors of his conversation with the representative of Party A, including the fact that Party A had not presented the Company with a written proposal at that time and that Party A had not conducted any non-public due diligence on the Company. Members of the Company’s senior management and the representatives of J.P. Morgan and Eastdil discussed the likelihood of a third party offering to acquire the Company at a value at or above $187.50 per share of Common Stock, including whether Party A would be able to secure the financing necessary to consummate a transaction of this size, in light of the rapid deterioration of the credit markets following the Russian invasion of Ukraine and the rising interest rate environment for borrowers. The board also discussed the timing consideration relating to such possible proposals, as well as the potential opportunities and risks associated with rejecting Blackstone’s proposal and remaining a standalone entity or pursuing other strategic alternatives or discussions with other third parties at that time, including concerns that market leaks and rumors regarding a potential transaction would disrupt the Company’s business relationships and risk employee turnover, as well as lead to turnover in our stockholder base and potential stock price volatility. Members of the board also discussed the Company’s ability during a 30-day go-shop period following the execution of the merger agreement to solicit proposals from third parties, including Party A, and the ability of the Company to terminate its agreement with Blackstone to enter into an agreement with another bidder, including Party A, if such a bidder made a superior proposal to acquire the Company. In addition, the board observed that the $110 million company termination fee applicable to qualified proposals made during the go-shop period was not likely to preclude or discourage other interested parties from submitting a superior proposal. Additionally, the board reviewed disclosures from J.P. Morgan regarding fees it had received or may in the future receive from the Company and its affiliates, Public Storage and its affiliates, or Blackstone and its affiliates, and J.P. Morgan’s ownership of common equity of the Company, Public Storage, Blackstone, and their respective affiliates. Representatives of J.P. Morgan then reviewed J.P. Morgan’s financial analyses of the consideration provided for in the proposed merger agreement with Blackstone. Following its presentation, J.P. Morgan delivered to the Company’s board of directors its oral opinion, confirmed by delivery of a written opinion dated April 24, 2022, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the consideration to be paid to the holders of our Common Stock in the Mergers was fair, from a financial point of view, to the holders of our Common Stock, as more fully described below in the section “—Opinion of the Company’s Financial Advisor”. Also at the meeting, representatives of Wachtell Lipton provided a presentation summarizing the terms of the draft merger agreement and other transaction documents and reviewed with the directors their legal obligations in connection with their consideration and potential approval of the transaction with Blackstone.

Following extensive discussion, the board unanimously approved the Merger Agreement, declared the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Company Merger, to be advisable and in the best interests of the Company and its stockholders, and determined to recommend the

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approval of the Company Merger and the other transactions contemplated by the Merger Agreement to our stockholders.

Following the board’s approval, during the evening of April 24, 2022, the parties finalized and executed and delivered the Merger Agreement, the guaranty, and the equity commitment letter. As required by Blackstone, the parties and Public Storage, the Company’s largest stockholder holding approximately 25.9% of the issued and outstanding shares of Common Stock and 20.9% of the issued and outstanding common units of partnership interest of the Partnership, also executed the support agreement, pursuant to which, among other things, Public Storage agreed to vote all of its shares of Common Stock and common units of partnership interest of the Partnership in favor of the proposed transaction, not transfer its shares/units, and not engage in solicitation of alternative acquisition proposals to the extent the Company is prohibited from soliciting such proposals under the merger agreement with Blackstone. Thereafter, the transaction was announced before the opening of the financial markets in New York on April 25, 2022, in a press release jointly issued by the Company and Blackstone. The press release announcing the transaction also noted that the merger agreement included a 30-day go-shop period that would expire on May 25, 2022.

Since the execution of the Merger Agreement, in connection with the go-shop period provided for in the Merger Agreement, which period expires at 11:59 p.m. (New York City time) on May 25, 2022, representatives of J.P. Morgan and Eastdil, acting at the direction of the board of directors, communicated with 43 prospective transaction partners in order to solicit such prospective transaction partners to make an offer or proposal that would constitute, or would reasonably be expected to lead to, a Company Acquisition Proposal. Of those 43 parties, the Company executed a confidentiality agreement with 12 parties (including Party A) and subsequently provided non-public information with respect to the Company to such parties. To date, no party (including Party A) has made a Company Acquisition Proposal following the execution of the Merger Agreement.

Reasons for the Mergers

In reaching its decision to approve the Merger Agreement, declare the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Company Merger, to be advisable and in the best interests of the Company and our stockholders, and recommend approval of the Company Merger and the other transactions contemplated by the Merger Agreement to our stockholders, our board of directors consulted with the Company’s senior management team, as well as our financial and legal advisors, and considered a number of factors, including the following material factors which the board of directors viewed as supporting its decision:

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The Company’s board of directors also considered a variety of risk and other potential negative factors in its consideration of the Merger Agreement and the Mergers, including the following material potentially negative factors:

The foregoing discussion of the factors considered by the board is not intended to be exhaustive, but rather includes the material factors considered by the board. In reaching its decision to approve the Merger Agreement, declare the Merger Agreement and the transactions contemplated by the Merger Agreement, including the

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Company Merger, to be advisable and in the best interests of the Company and our stockholders, and recommend approval of the Company Merger and the other transactions contemplated by the Merger Agreement to our stockholders, the board did not quantify, rank or otherwise assign any relative weights to, and did not make specific assessments of, the factors considered, and individual directors may have given different weights to different factors. The board did not reach any specific conclusion with respect to any of the factors or reasons considered, but determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Company Merger, the Merger Agreement, and the other transactions contemplated by the Merger Agreement.

The above factors are not presented in any order of priority. The explanation of the factors and reasoning set forth above contain forward-looking statements and should be read in conjunction with the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Recommendation of Our Board of Directors

Our board of directors unanimously determined and declared that the transactions contemplated by the Merger Agreement, including the Company Merger, are advisable and in the best interests of the Company and its stockholders and approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Company Merger. Our board of directors unanimously recommends that you vote “FOR” the proposal to approve the Company Merger, “FOR” the proposal to approve the merger-related compensation and “FOR” the proposal to approve adjournment of the special meeting.

Projections, while presented with numerical specificity, reflect numerous assumptions with respect to Company performance, industry performance, general business, economic, regulatory, market, and financial conditions, and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties, and beyond the Company’s control. The Company Projections constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties, including those described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements,” that could cause the Company Projections or the underlying assumptions to be inaccurate and for actual results to differ materially from the Company Projections. As a result, there can be no assurance that the Company Projections will be realized or that actual results will not be significantly higher or lower than projected, and the Company Projections cannot be considered a guarantee of future operating results and should not be relied upon as such. Because the Company Projections cover multiple years, such information by its nature becomes less reliable with each successive year. The Company Projections do not take into account any circumstances or events occurring after the date on which they were prepared, including the Mergers, and some or all of the assumptions that have been made in connection with the preparation of the Company Projections may have changed since the date the Company Projections were prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Company Projections will be achieved.

In addition, the Company Projections have not been updated or revised to reflect information or results after the date the Company Projections were prepared or as of the date of this proxy statement. None of the Company, Blackstone or any of our or their respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the Company Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error (except, in the case of the Company, as required by applicable securities laws). These considerations should be taken into account in reviewing the Company Projections, which were prepared as of an earlier date.

For the foregoing reasons, and considering that the special meeting will be held several months after the Company Projections were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Company Projections set forth below. The Company Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in the Company’s public filings with the SEC. The Company urges all of its stockholders to review its most recent SEC filings for a description of its reported financial results. See the section of this proxy statement entitled “Where You Can Find More Information.”

The Company Projections were not prepared with the purpose of, or with a view toward, public disclosure or toward compliance with United States generally accepted accounting principles (“GAAP”), published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Ernst & Young LLP (“Ernst & Young”), the Company’s independent registered public accounting firm, nor any other accounting firm, has examined, compiled, or performed any procedures with respect to the Company Projections and, accordingly, neither Ernst & Young nor any other accounting firm expresses an opinion or any other form of assurance with respect thereto. The Ernst & Young report incorporated by reference in this proxy statement relates to the Company’s historical financial information. It does not extend to the prospective financial information contained herein and should not be read to do so.

The Company has not made and makes no representation to any stockholder of the Company or to Parent, Merger Sub I, or Merger Sub II in the Merger Agreement or otherwise concerning the Company Projections or regarding the Company’s ultimate performance compared to the information contained in the Company Projections or that the projected results will be achieved. None of the Company, Blackstone or any of our or their respective affiliates assumes any responsibility for the validity, reasonableness, accuracy, or completeness of the Company Projections.

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In addition, in connection with J.P. Morgan’s financial analyses and opinion as discussed in “—Opinion of the Company’s Financial Advisor”, the Company’s management provided J.P. Morgan two separate allocations of the Company’s projected cash net operating income for the year ending December 31, 2022. The first allocation was done on an ‘As reported’ basis (Industrial, Office, Flex and Multifamily) in order to match the Company’s public reporting of cash net operating income by property type. The second allocation was done on an ‘Asset type’ basis (using Industrial, Office and Multifamily classifications only), where various adjustments were made to the ‘As-reported’ allocations in order to take into account the actual Office usage in each property, as provided by the Company. For this second allocation, the Company’s reported ‘Industrial’ cash net operating income was partly allocated as ‘Office’ to reflect the estimated office build-out of the Company’s industrial classified assets. Additionally, for the Company’s reported ‘Flex’ segment, the cash net operating income was reallocated to ‘Industrial’ and ‘Office’ based on the estimated build-out of industrial and office square footage across the Company’s Flex portfolio. The final allocations are as follows, with dollars in millions:

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Cash Net Operating Income, Adjusted EBITDA, and Unlevered Free Cash Flow are non-GAAP financial measures within the meaning of the applicable rules and regulations of the SEC, which are financial measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. SEC rules that may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to directors or a financial advisor (like the Company Projections) in connection with a proposed transaction like the Mergers when the disclosure is included in a document like this proxy statement. In addition, reconciliations of non-GAAP financial measures to GAAP financial measures were not relied upon by J.P. Morgan for purposes of its opinion or by our board of directors in connection with its consideration of the Company Merger. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures included in the Company Projections to the relevant GAAP financial measures.

The Company Projections do not take into account the possible financial and other effects on the Company of the Mergers and do not attempt to predict or suggest future results following the Mergers. The Company Projections do not give effect to the Mergers, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with completing the Mergers, the effect on the Company of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but that were instead altered, accelerated, postponed, or not taken in anticipation of the Mergers. Further, the Company Projections do not take into account the effect on the Company of any possible failure of the Mergers to occur.

Opinion of the Company’s Financial Advisor

Pursuant to an engagement letter, the Company retained J.P. Morgan as its financial advisor in connection with the transactions contemplated by the Merger Agreement, including the Mergers.

At the meeting of the board of directors of the Company on April 24, 2022, J.P. Morgan rendered its oral opinion to the board of directors of the Company that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the consideration to be paid to the holders of the Company’s Common Stock in the Mergers was fair, from a financial point of view, to such stockholders. J.P. Morgan has confirmed its April 24, 2022 oral opinion by delivering its written opinion to the board of directors of the Company, dated April 24, 2022, that, as of such date, the consideration to be paid to the holders of the Company’s Common Stock in the Mergers was fair, from a financial point of view, to such stockholders.

The full text of the written opinion of J.P. Morgan dated April 24, 2022, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Exhibit C to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company’s common stockholders are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the Company’s board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the Mergers, was directed only to the consideration to be paid to the holders of the Company’s Common Stock in the Mergers and did not address any other aspect of the Mergers. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the Mergers to the holders of any other class of securities, creditors or other constituencies of the Company or

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the Partnership or as to the underlying decision by the Company to engage in the Mergers. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. J.P. Morgan’s opinion does not constitute a recommendation to any of the Company’s common stockholders as to how such stockholder should vote with respect to the Mergers or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of the Company with respect to certain aspects of the Mergers, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with the Company, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by the Company’s management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the Mergers and the other transactions contemplated by the Merger Agreement will be consummated as described in the Merger Agreement. J.P. Morgan also assumed that the representations and warranties made by the Company and Parent in the Merger Agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Mergers will be obtained without any adverse effect on the Company or on the contemplated benefits of the Mergers.

The Company Projections furnished to J.P. Morgan were prepared by the Company’s management, as discussed more fully under the section entitled “—Forward Looking Financial Information”. While the Company has from time to time provided limited financial guidance to investors, the Company does not, as a matter of course, otherwise publicly disclose internal projections beyond the then current annual period, including of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the Mergers, and such Company Projections were not prepared with the purpose of, or with a view toward, public disclosure or toward compliance with GAAP, published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Company Projections reflect numerous assumptions, many of which are difficult to predict, and may be beyond the Company’s control, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could differ materially from those set forth in the

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Company Projections. For more information regarding the use of the Company Projections and other forward-looking statements, please refer to the section entitled “—Forward Looking Financial Information”.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, to the holders of the Company’s Common Stock of the consideration to be paid to such holders in the Mergers, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to be paid in connection with the Mergers to the holders of any other class of securities, creditors or other constituencies of the Company or the Partnership or as to the underlying decision by the Company to engage in the Mergers. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Mergers, or any class of such persons relative to the consideration to be paid to the holders of the Company’s Common Stock in the Mergers or with respect to the fairness of any such compensation.

J.P. Morgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of the Company or any other alternative transaction prior to the execution of the Merger Agreement.

The terms of the Merger Agreement, including the consideration to be paid to the holders of the Company’s Common Stock, were determined through arm’s length negotiations between the Company and Parent, and the decision to enter into the Merger Agreement was solely that of the Company’s board of directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Company’s board of directors in its evaluation of the Mergers and should not be viewed as determinative of the views of the Company’s board of directors or management with respect to the Mergers or the consideration, including the consideration to be paid to the holders of the Company’s Common Stock.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Company’s board of directors on April 24, 2022 and in the financial analyses presented to the Company’s board of directors on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Company’s board of directors and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Implied Capitalization Rate Valuation Analysis. J.P. Morgan conducted a sum-of-the-parts implied capitalization rate valuation analysis of the Company, based on the projected cash net operating income of the Company for the year ending December 31, 2022 (“2022E NOI”) allocated, at the direction of the Company’s management, to the following asset types of the Company: Industrial, Office and Multifamily properties. Using publicly available information, J.P. Morgan compared the selected financial data of the Company with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to those engaged in by the Company.

The companies selected by J.P. Morgan with respect to the Company’s Industrial properties were as follows:

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The companies selected by J.P. Morgan with respect to the Company’s Office properties were as follows:

The companies selected by J.P. Morgan with respect to the Company’s Multifamily properties were as follows:

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for the purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. However, certain of these companies may have characteristics that are materially different from those of the Company. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect the Company.

Using publicly available information, J.P. Morgan calculated, for each selected company with respect to the Company’s Industrial, Office and Multifamily properties, the ratio of the consensus equity research analyst estimates for such company’s cash net operating income for the year ending December 31, 2022 to consensus equity research analyst estimates for such company’s implied real estate value (the “Implied Capitalization Rate”).

Based on the results of this analysis, J.P. Morgan selected the following ranges of Implied Capitalization Rates for the Company’s Industrial, Office and Multifamily properties:

J.P. Morgan then calculated ranges of implied equity values for the Company’s Industrial, Office and Multifamily properties by applying the applicable ranges of Implied Capitalization Rates to the 2022E NOI allocated, at the direction of the Company’s management, to the Company’s Industrial, Office and Multifamily properties.

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After aggregating the ranges of implied equity value for the Company’s Industrial, Office and Multifamily properties, this analysis indicated the following range of implied per share equity value (rounded to the nearest $1.00) for the Company’s Common Stock:

The range of implied per share equity values for the Company’s Common Stock was compared to (i) the closing price of the Company’s Common Stock of $167.67 as of April 22, 2022, the trading day immediately preceding the date of J.P. Morgan’s written opinion dated April 24, 2022, and (ii) the offer price of $187.50 per share of the Company’s Common Stock.

J.P. Morgan also conducted a sum-of-the-parts implied capitalization rate valuation analysis of the Company, based on the 2022E NOI of the Company allocated, at the direction of the Company’s management, based on the Company’s following ‘as reported’ segments: Industrial, Flex, Office and Multifamily.

Using the information and calculated ranges listed above for the Company’s Industrial, Office and Multifamily properties and, in the case of the Flex segment, at the direction of the Company’s management, using the weighted average of the Industrial and Office Implied Capitalization Rates, which was calculated by applying a 41% weighting to the Industrial Implied Capitalization Rates and a 59% weighting to the Office Implied Capitalization Rate, J.P. Morgan selected the following ranges of Implied Capitalization Rates for the Industrial, Flex, Office and Multifamily segments based on its professional judgment and experience:

J.P. Morgan then calculated ranges of implied equity values for the Company’s Industrial, Flex, Office and Multifamily segments by applying the applicable ranges of Implied Capitalization Rates to the 2022E NOI allocated, at the direction of the Company’s management, to the Company’s Industrial, Flex, Office and Multifamily segments.

After aggregating the ranges of implied equity value for the Company’s Industrial, Flex, Office and Multifamily segments, this analysis indicated the following range of implied per share equity value (rounded to the nearest $1.00) for the Company’s Common Stock:

The range of implied per share equity values for the Company’s Common Stock was compared to (i) the closing price of the Company’s Common Stock of $167.67 as of April 22, 2022, the trading day immediately preceding the date of J.P. Morgan’s written opinion dated April 24, 2022, and (ii) the offer price of $187.50 per share of the Company’s Common Stock.

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Discounted Cash Flow Analysis. J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied equity value per share for the Company’s Common Stock. J.P. Morgan calculated the unlevered free cash flows that the Company is expected to generate during fiscal years 2022E through 2026E based upon the Company Projections prepared by the Company’s management (as set forth in the section entitled “—Forward Looking Financial Information”, which was discussed with, and approved by, the Company’s board of directors for use by J.P. Morgan in connection with its financial analyses). J.P. Morgan also calculated a range of terminal values for the Company at the end of this period by applying perpetual growth rates ranging from 2.75% to 3.25%, based on guidance provided by the Company’s management, to estimates of the projected cash net operating income for the Company at the end of fiscal-year 2026E, as provided in the Company Projections. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values to present value as of December 31, 2021 using discount rates ranging from 7.00% to 7.50%, which ranges were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the Company. The present value of the unlevered free cash flow estimates and the range of terminal values were then adjusted by subtracting net debt and other adjustments for the Company as of April 12, 2022.

Based on the foregoing, this analysis indicated the following range of implied per share equity value (rounded to the nearest $0.25) for the Company’s Common Stock:

The range of implied per share equity values for the Company’s Common Stock was compared to (i) the closing price of the Company’s Common Stock of $167.67 as of April 22, 2022, the trading day immediately preceding the date of J.P. Morgan’s written opinion dated April 24, 2022, and (ii) the offer price of $187.50 per share of the Company’s Common Stock.

Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of the Company. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company.

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As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the Mergers and deliver an opinion to the Company’s board of directors with respect to the Mergers on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

For financial advisory services rendered in connection with the Mergers, the Company has agreed to pay J.P. Morgan an estimated fee of up to $32.0 million, $3.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the Mergers. In addition, the Company has agreed to reimburse J.P. Morgan for its reasonable and documented out-of-pocket costs and expenses incurred in connection with its services, including the reasonable and documented fees and expenses of outside counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company and certain affiliates of Parent, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger on the Company’s syndicated credit facility in August 2021, sole lead arranger on Blackstone’s, an affiliate of Parent, syndicated credit facility in November 2021, joint lead bookrunner on Blackstone’s offering of debt securities in September 2021, and joint lead bookrunner on Blackstone’s offering of equity securities in November 2021. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Blackstone, for which it receives customary compensation. In addition, during the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Blackstone’s portfolio companies for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included providing debt syndication, equity underwriting, debt underwriting and financial advisory services to Blackstone’s portfolio companies. During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Public Storage, which owns approximately 26% (or 7.2 million shares) of the Company’s Common Stock and would own approximately 41.4% (or 14.5 million shares) of the outstanding shares of the Company’s Common Stock if it redeemed its common units of partnership interest of the Partnership for the Company’s Common Stock, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as active bookrunner on an offering of Public Storage’s debt securities in November 2021, joint bookrunning manager on an offering of Public Storage’s debt securities in April 2021, and active bookrunner on an offering of Public Storage’s debt securities in January 2021. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company, Blackstone, and Public Storage. During the two-year period preceding delivery of its written opinion ending on April 24, 2022, the aggregate fees recognized by J.P. Morgan (i) from Parent and its affiliates and their portfolio companies were approximately $242 million and (ii) from Public Storage were approximately $7 million. During the two-year period preceding delivery of its written opinion ending on April 24, 2022, J.P. Morgan did not recognize any fees from the Company. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, Blackstone or Public Storage for their own account or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments. The information regarding fees recognized by J.P. Morgan disclosed in this paragraph is based upon information provided to us by J.P. Morgan.

Financing

In connection with the closing of the Mergers, Parent will cause an aggregate of approximately $6.6 billion to be paid to the holders of our Common Stock, including the holders of Company equity awards, and the holders

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of common units of partnership interest of the Partnership. In addition, Parent has informed us that in connection with the closing of the Mergers, Parent expects to cause our outstanding indebtedness under our revolving credit facility, if any, to be prepaid in full. As of May 19, 2022, we had $0 in aggregate principal amount of consolidated indebtedness under our revolving credit facility.

Parent has informed us that it has received, in connection with the Mergers, a debt commitment letter from Citigroup Global Markets Inc., Bank of America, N.A., Barclays Bank PLC, Barclays Capital Real Estate Inc. and Morgan Stanley Bank, N.A., providing for debt financing through a CMBS loan and balance sheet loan in an aggregate amount of up to approximately $4.85 billion to be funded on or after the closing of the Mergers, subject to the satisfaction of the conditions contained in the debt commitment letter (which we refer to collectively as the “debt financing”) and that it may seek to obtain additional debt financing in connection with the Mergers. In addition, it is expected that the Sponsor and its affiliates will contribute equity to Parent for the purpose of funding the acquisition costs (including the merger consideration) that are not covered by such debt financing.

Parent has informed us that in addition to the payment of the merger consideration, the funds to be obtained from the debt and equity financing may be used for purposes such as reserves, paying carrying costs with respect to the properties, funding working capital requirements, and for other costs and expenses related to the financing and the Mergers. Parent has informed us that it currently believes that the funds to be borrowed under the debt financing would be secured by, among other things, a mortgage lien on certain properties which are wholly owned and/or ground leased by us, certain escrows and reserves and such other pledges and security required by the lenders to secure and perfect their interests in the applicable collateral, and that such debt financing would be conditioned on the mergers being completed and other customary conditions for similar financings.

The Merger Agreement does not contain a financing condition or a “market MAC” condition to the closing of the mergers. For more information, see “The Merger Agreement — Financing Cooperation” and “The Merger Agreement — Conditions to the Mergers.”

Interests of Our Directors and Executive Officers in the Company Merger

In considering the recommendation of our board of directors to vote in favor of the proposal to approve the Company Merger, holders of our Common Stock should be aware that our directors and executive officers have interests in the Company Merger that may be different from, or in addition to, the interests of holders of our Common Stock generally. Our board of directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement, in reaching its decision to approve the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement (including the Company Merger), and in recommending that the common stockholders vote in favor of the proposal to approve the Company Merger. These interests are described below. The Company Merger will be a “change in control” (or term of similar import) for purposes of our executive compensation and benefit plans and agreements described below.

Our executive officers who are named executive officers for purposes of the discussion below are Stephen W. Wilson (President and Chief Executive Officer), Adeel Khan (Executive Vice President and Chief Financial Officer) and Trenton A. Groves (Senior Vice President and Chief Accounting Officer). Our executive officer who is not a named executive officer for purposes of the discussion below is Maria R. Hawthorne (Interim Chief Operating Officer).

The information in this section and the tables below do not include information for Dan M. Chandler, III, our former President and Chief Executive Officer, John W. Petersen, our former Interim President and Chief Executive Officer and Chief Operating Officer, or Jeffrey D. Hedges, our former Executive Vice President, Chief Financial Officer and Secretary, because while they are technically “named executive officers” pursuant to SEC rules, they are no longer executive officers of the Company and will not receive any compensation that is based on, or otherwise relates to, the Company Merger.

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Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect certain compensation actions that may occur before the Company Merger Effective Time.

Treatment of Outstanding Equity-Based Awards

Upon the terms and subject to the conditions of the Merger Agreement, immediately prior to the Company Merger Effective Time, our outstanding equity-based awards, including awards held by our executive officers and directors, will be treated as follows:

See the section of this proxy statement entitled “Quantification of Potential Payments and Benefits to our Named Executive Officers in Connection with the Company Merger” for an estimate of the value of each of our named executive officer’s unvested equity-based awards. In addition to the awards that are outstanding as of the date of this proxy statement, the Company will also grant a 2022 EIP Award with a value of $3.4 million to Mr. Wilson in recognition of his transition from interim to permanent Chief Executive Officer after the date that 2022 EIP Awards were granted to other executives of the Company. Based on the assumptions described above under “—Certain Assumptions”, the estimated aggregate amounts that would become payable at the Company Merger Effective Time to Ms. Hawthorne in respect of her unvested equity awards are as follows: unvested

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Company Options — $48,902; and unvested Company RSU Awards — $937,500. The estimated aggregate amounts that would become payable at the Company Merger Effective Time to our nonemployee directors in respect of their unvested equity awards are as follows: unvested Company Options — $2,003,055; and unvested Company Deferred Stock Unit Awards — $7,125,000.

2022 Annual Awards to Directors

Following the 2022 annual meeting of our stockholders on April 29, 2022, we granted to each of our directors, in lieu of the annual grant of Company Options that we would typically make, a cash long-term incentive award in the amount of $31,000 (which corresponds to the approximate Black-Scholes value of the 2021 annual grant of Company Options to our directors). Each cash long-term incentive award will vest ratably over five years (consistent with the vesting schedule applicable to annual grants of Company Options) subject to the director’s continued service on our board of directors, and will accelerate and vest in full at the Company Merger Effective Time.

Severance Letter Agreements with Certain Executive Officers

Prior to the Company Merger Effective Time, the Company will enter into a letter agreement with each of Ms. Hawthorne and Messrs. Khan and Groves providing for the payment of (i) a lump sum cash severance amount equal to $2,200,000, $1,100,000, and $460,000, respectively and (ii) a lump sum cash payment equal to three months of COBRA premiums, the estimated value of which is $4,107, $8,482, and $4,741, respectively. Each letter agreement will provide that the applicable executive officer’s employment will be terminated without cause effective as of the closing date (or, if requested by Parent, as of a date that is not later than 30 days after the closing date) and that the severance payments are subject to such executive officer signing and not revoking a release of claims in favor of the Company and its affiliates.

Transaction Success Bonus Program

Under the terms of the Merger Agreement, we may adopt a transaction success bonus program in an aggregate amount of up to $2.5 million to promote retention and to incentivize efforts to consummate the completion of the Company Merger. Awards under the transaction success bonus program will be allocated among employees of the Company and its subsidiaries (other than Messrs. Wilson and Khan, who are excluded from participation) who are selected by our Chief Executive Officer (or his designees). Each transaction success bonus award will vest in full at the Company Merger Effective Time, subject to the participant’s continued employment with the Company or one of its subsidiaries through the Company Merger Effective Time. As of the date of this proxy statement, no transaction success bonus awards have been granted to any of our executive officers.

2022 Short-Term Cash Incentive Payments

Under the terms of the Merger Agreement, we may pay to each of our employees who is eligible to receive a short-term cash incentive payment in respect of 2022 (we refer to each as a “2022 Cash Incentive”), including each of our executive officers other than Mr. Wilson and Ms. Hawthorne, a cash payment that does not exceed the product of (a) such employee’s total target 2022 Cash Incentive, multiplied by (b) a fraction, the numerator of which is the number of days elapsed between January 1, 2022 and the closing date and the denominator of which is 365.

See the section of this proxy statement entitled “Quantification of Potential Payments and Benefits to our Named Executive Officers in Connection with the Company Merger” for the estimated maximum amount of the 2022 Cash Incentive payment that may be paid to each of our eligible named executive officers under the terms of the Merger Agreement.

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Gross-Up Agreements

As previously disclosed, on April 24, 2022, our board of directors approved excise tax gross-up agreements with each of Messrs. Wilson and Khan. The agreements provide each executive officer with the right to receive a gross-up payment in the event that any payments or benefits provided to such executive officer in connection with the Company Merger becomes subject to the excise tax pursuant to Section 4999 of the Internal Revenue Code. The gross-up payment would generally place each executive officer in the same after-tax position that he would have been in if the excise tax did not apply to him, and does not cover ordinary income taxes due on the payments and benefits giving rise to the excise tax. These gross-up rights are provided solely in connection with the transactions contemplated by the Merger Agreement and therefore the gross-up agreements will be automatically revoked if the Merger Agreement is terminated without the consummation of the transactions contemplated thereby.

See the section of this proxy statement entitled “Quantification of Potential Payments and Benefits to our Named Executive Officers in Connection with the Company Merger” for the estimated amounts of the payments that each of Messrs. Wilson and Khan would receive under the terms of the gross-up agreements.

Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, our non-employee directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the Company Merger.

Quantification of Potential Payments and Benefits to Our Named Executive Officers in Connection with the Company Merger

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of the Company that is based on, or otherwise relates to, the Company Merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “—Interests of Our Directors and Executive Officers in the Company Merger” above.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before the Company Merger Effective Time. For purposes of calculating such amounts, the following assumptions were used:

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Regulatory Matters

We are unaware of any material federal, state or foreign regulatory requirements or approvals that are required for the execution of the Merger Agreement or the completion of either the Company Merger or the Partnership Merger, other than (1) the filing and acceptance for record of the articles of merger with respect to the Mergers by the SDAT, and (2) the filing and acceptance of record of the articles of conversion and a certificate of limited partnership with the SDAT, and a certificate of conversion with the California Secretary of State, in connection with the conversion of the Partnership from a California limited partnership to a Maryland limited partnership.

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Material U.S. Federal Income Tax Consequences

The following is a general discussion of the material U.S. federal income tax consequences of the receipt of the Closing Cash Dividend and Additional Dividends, if any, and the per share merger consideration pursuant to the Company Merger to U.S. holders and non-U.S. holders (each, as defined below) of shares of Common Stock. This discussion is based on the provisions of the Code, proposed, temporary and final U.S. Treasury Regulations promulgated thereunder, judicial opinions and administrative rulings and published positions of the Internal Revenue Service (the “IRS”), each as in effect as of the date hereof. These authorities are subject to change or differing interpretations, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. We have not sought and will not seek an advance ruling from the IRS regarding any matter discussed in this section. This summary assumes that the payment of the Closing Cash Dividend and Additional Dividends, if any, and the Company Merger will be consummated in accordance with the Merger Agreement and as further described in this proxy statement.

This discussion is for general information purposes only and is not a complete description of all of the tax consequences of the Closing Cash Dividend and Additional Dividends, if any, and the receipt of cash in the Company Merger to holders of shares of Common Stock, and, in particular, does not address any tax reporting requirements, tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 or the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations and administrative guidance thereunder and the intergovernmental agreements entered into pursuant thereto or in connection therewith, and any laws, regulations or practices adopted in connection therewith) nor does it address any tax considerations under state, local or non-U.S. laws or U.S. federal laws other than those pertaining to U.S. federal income tax, such as gift or estate tax laws.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of shares of Common Stock who or that is, for U.S. federal income tax purposes:

For purposes of this discussion, the term “non-U.S. holder” means a beneficial owner of shares of Common Stock that is neither a U.S. holder nor an entity treated as a partnership for U.S. federal income tax purposes.

This discussion applies only to U.S. holders and non-U.S. holders of shares of Common Stock who hold such shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is for general information purposes only and does not purport to address all aspects of U.S. federal income taxation that may be relevant to specific holders in light of their particular facts and circumstances, nor does it apply to holders subject to special treatment under U.S. federal income tax laws such as, for example:

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If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Common Stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. Such a partner or partnership is urged to consult its tax advisor regarding the U.S. federal, state, local and non-U.S. tax consequences of the receipt of the Closing Cash Dividend and Additional Dividends, if any, and the per share merger consideration pursuant to the Company Merger to it in light of its particular circumstances.

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THIS DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY, IS NOT TAX ADVICE AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE RECEIPT OF THE CLOSING CASH DIVIDEND AND ADDITIONAL DIVIDENDS, IF ANY, AND THE PER SHARE MERGER CONSIDERATION PURSUANT TO THE COMPANY MERGER. DETERMINING THE ACTUAL TAX CONSEQUENCES OF THE RECEIPT OF THE CLOSING CASH DIVIDEND AND ADDITIONAL DIVIDENDS, IF ANY, AND THE PER SHARE MERGER CONSIDERATION PURSUANT TO THE COMPANY MERGER TO A HOLDER MAY BE COMPLEX AND WILL DEPEND ON A HOLDER’S SPECIFIC SITUATION. ALL HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE RECEIPT OF THE CLOSING CASH DIVIDEND AND ADDITIONAL DIVIDENDS, IF ANY, AND THE PER SHARE MERGER CONSIDERATION PURSUANT TO THE COMPANY MERGER TO THEM IN LIGHT OF THEIR PARTICULAR FACTS AND CIRCUMSTANCES, INCLUDING WITH RESPECT TO THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS AND ANY POTENTIAL CHANGES IN SUCH LAWS.

Treatment of the Receipt of the Closing Cash Dividend and Additional Dividends

U.S. Federal Income Tax Treatment of the Receipt of the Closing Cash Dividend and Additional Dividends

For U.S. federal income tax purposes, the Company intends to treat the distribution of the Closing Cash Dividend and Additional Dividends, if any, as dividend distributions to holders of shares of Common Stock to the extent of the Company’s current and accumulated earnings and profits. Additionally, the Company intends to designate the Closing Cash Dividend, to the maximum extent permitted by applicable law, as a “capital gains dividend” under Section 857(b) of the Code. The rest of this discussion proceeds on the basis that our intended U.S. federal income tax treatment of the distribution of the Closing Cash Dividend and Additional Dividends is respected. Holders of shares of Common Stock are urged to consult their own tax advisors regarding the impact to them of potential alternative treatments in their particular circumstances. Non-U.S. holders of Common Stock may wish to consult their own tax advisors regarding the impact of the receipt of the Closing Cash Dividend and Additional Dividends, if any, and the per share merger consideration pursuant to the Company Merger as opposed to a sale of their Common Stock prior to the Company Merger.

U.S. Holders

Ordinary Dividend. The distribution of the Closing Cash Dividend and Additional Dividends, if any, made by the Company out of its current or accumulated earnings and profits, and not designated as capital gain dividends, will constitute dividends taxable to U.S. holders as ordinary income. Noncorporate U.S. holders will generally not be entitled to the preferential tax rate applicable to qualified dividend income except with respect to the portion of any distribution (1) that represents income from dividends the Company received from a corporation in which the Company owns shares (but only if such dividends would be eligible for the lower rate on dividends if paid by the corporation to its individual stockholders), (2) that is equal to the sum of the Company’s REIT taxable income (taking into account the dividends paid deduction available to the Company) and certain net built-in gain with respect to property acquired from a C corporation in certain transactions in which the Company must adopt the basis of the asset in the hands of the C corporation for the Company’s previous taxable year, less any taxes paid by the Company during its previous taxable year, or (3) that represents earnings and profits that were accumulated in a non-REIT taxable year, in each case, provided that certain holding period and other requirements are satisfied at both the Company and the individual stockholder levels. However, to the extent not so treated as qualified dividend income and not designated as a capital gain dividend, the distribution will generally constitute a dividend with respect to which noncorporate U.S. holders will be permitted to take a deduction equal to 20% of such dividend for purposes of determining their U.S. federal income tax. Noncorporate U.S. holders should consult their own tax advisors to determine the tax rates on dividends received from the Company.

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The distribution of the Closing Cash Dividend and Additional Dividends, if any, made by the Company will not be eligible for the dividends received deduction in the case of U.S. holders that are corporations.

Capital Gain Dividend. The distribution of the Closing Cash Dividend and Additional Dividends made by the Company, to the extent that the Company properly designates such distribution as a capital gain dividend, will be taxable to U.S. holders as gain from the sale of a capital asset held for more than one year, provided that the amount of the dividend so designated does not exceed the Company’s actual net capital gain for the applicable taxable year, without regard to the period for which a U.S. holder has held the shares of Common Stock. Thus, with certain limitations, a capital gain dividend received by an individual U.S. holder may be eligible for preferential rates of taxation. U.S. holders that are corporations may, however, be required to treat up to 20% of certain capital gain dividends as ordinary income.

Return of Capital. Although the Closing Cash Dividend and any Additional Dividends are expected to be treated as distributions out of the Company’s current and accumulated earnings and profits, it is possible that events occurring after the closing of the Merger could reduce the Company’s current earnings and profits. To the extent that the Closing Cash Dividend and Additional Dividends are in excess of the Company’s current and accumulated earnings and profits, such a distribution will be treated first as a tax-free return of capital to each U.S. holder. Thus, such a distribution will reduce the adjusted basis that the U.S. holder has in the shares of Common Stock for U.S. federal income tax purposes by the amount of the distribution, but not below zero. This reduction will increase gain (or reduce loss) a U.S. holder would otherwise recognize in respect of the Company Merger (see “Consequences of the Company Merger to U.S. Holders of Shares of Common Stock”). The distribution made in excess of a U.S. holder’s adjusted basis in the shares of Common Stock will be taxable as capital gain, provided that the shares of Common Stock have been held as a capital asset.

The distribution of the Closing Cash Dividend and Additional Dividends, if any, made by the Company will not be treated as passive activity income. As a result, U.S. holders generally will not be able to apply any passive losses against that income or gain. A U.S. holder generally may elect to treat capital gain dividends and income designated as qualified dividend income as investment income for purposes of computing the investment interest limitation, but in such case, the U.S. holder will be taxed at ordinary income rates on such amount. Other distributions of the Closing Cash Dividend and Additional Dividends, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation.

Non-U.S. Holders

Ordinary Dividend. The distribution of the Closing Cash Dividend and Additional Dividends, if any, other than the portion of the distribution designated by the Company as a capital gain dividend, will generally be treated as ordinary income to the extent that the distribution is made out of the Company’s current or accumulated earnings and profits. A withholding tax equal to 30% of the gross amount of the distribution will ordinarily apply to a distribution of this kind to non-U.S. holders, unless an applicable tax treaty reduces that withholding tax. However, if income from the investment in the shares of Common Stock is treated as effectively connected with a non-U.S. holder’s conduct of a U.S. trade or business and, if required by an applicable income tax treaty as a condition for subjecting a non-U.S. holder to U.S. taxation on a net income basis, is attributable to a permanent establishment or fixed base that the non-U.S. holder maintains in the United States, then the same treatment that applies to U.S. holders with respect to dividends will generally apply to such non-U.S. holder, and a 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) may also apply if such non-U.S. holder is a corporation. The Company expects that it or the applicable withholding agent will withhold U.S. federal income tax at a rate of 30% on the gross amount of the distribution of the Closing Cash Dividend and Additional Dividends, if any, other than the portion of the distribution that is treated as attributable to gain from sales or exchanges of U.S. real property interests and a capital gain dividend, paid to a non-U.S. holder, unless (1) a lower treaty rate applies and the required form evidencing eligibility for that reduced rate is filed with the Company or the appropriate withholding agent or (2) the non-U.S. holder files an

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IRS Form W-8-ECI or a successor form with the Company or the appropriate withholding agent claiming that the distribution is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business and, in either case, other applicable requirements are met.

Capital Gain Dividend. The distribution of the Closing Cash Dividend and Additional Dividends, if any, that is attributable to gain from sales or exchanges by the Company of U.S. real property interests that is paid with respect to shares of Common Stock held by a non-U.S. holder who does not own more than 10% of such stock at any time during the one-year period ending on the date of the distribution will generally be treated as an ordinary dividend and subject to withholding in the manner described above under “Ordinary Dividend”.

Any portion of the distribution of the Closing Cash Dividend and Additional Dividends to a non-U.S. holder that is designated by the Company at the time of distribution as a capital gain dividend that is not attributable to or treated as attributable to the disposition by the Company of a U.S. real property interest generally will not be subject to U.S. federal income taxation, subject to the exceptions discussed in “Consequences of the Company Merger to Non-U.S. Holders of Shares of Common Stock.”

Return of Capital. Although the Closing Cash Dividend and any Additional Dividends are expected to be treated as distributions out of the Company’s current and accumulated earnings and profits, it is possible that events occurring after the closing of the Merger could reduce the Company’s current earnings and profits. The Closing Cash Dividend and Additional Dividends, if any, made in excess of the Company’s current and accumulated earnings and profits will not be taxable to a non-U.S. holder to the extent that the distribution does not exceed the non-U.S. holder’s adjusted basis in such non-U.S. holder’s shares of Common Stock. A distribution of this kind will instead reduce the adjusted basis of such non-U.S. holder’s shares of Common Stock. To the extent that a distribution of this kind exceeds the non-U.S. holder’s adjusted basis in such non-U.S. holder’s shares of Common Stock, the distribution will give rise to tax liability if the non-U.S. holder otherwise would have to pay tax on any gain from the sale or disposition of such non-U.S. holder’s shares. See the discussion below under “Consequences of the Company Merger to Non-U.S. Holders of Shares of Common Stock.” If it cannot be determined at the time the distribution of the Closing Cash Dividend or Additional Dividend is made whether such distribution will be in excess of current and accumulated earnings and profits, withholding will generally apply to the distribution at the rate applicable to ordinary dividends. However, a non-U.S. holder may seek a refund of these amounts from the IRS if it is subsequently determined that the distribution was, in fact, in excess of the Company’s current and accumulated earnings and profits, provided that certain conditions are met.

Tax Classification of the Company Merger in General

For U.S. federal income tax purposes, the parties will treat the Company Merger as a taxable sale of Common Stock in exchange for the cash consideration payable in connection with the Company Merger to the holders of shares of Common Stock. The remainder of this discussion assumes that the Company Merger will be treated as described above.

Consequences of the Company Merger to U.S. Holders of Shares of Common Stock

The receipt of cash by U.S. holders in exchange for shares of Common Stock pursuant to the Company Merger is expected to be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder of shares of Common Stock will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (1) the amount of cash received in exchange for such U.S. holder’s shares of Common Stock in the Company Merger and (2) the U.S. holder’s adjusted tax basis in its shares of Common Stock.

If a U.S. holder acquired different blocks of shares of Common Stock at different times and different prices, such U.S. holder must determine its adjusted tax basis, gain or loss and holding period separately with respect to each block of shares of Common Stock. Any such gain or loss will generally be capital gain or loss and will be

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long-term capital gain or loss if a U.S. holder’s holding period in the shares of Common Stock surrendered in the Company Merger is greater than one year at the time of the Company Merger. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

A U.S. holder who has held shares of Common Stock for less than six months at the time of the Company Merger, taking into account the holding period rules of Sections 246(c)(3) and (4) of the Code, and who recognizes a loss on the exchange of such shares of Common Stock in the Company Merger will be treated as recognizing a long-term capital loss to the extent of any capital gain dividends received from us, or such holder’s share of any designated retained capital gains, with respect to such shares.

Consequences of the Company Merger to Non-U.S. Holders of Shares of Common Stock

A non-U.S. holder’s gain or loss from the Company Merger will generally be determined in the same manner as that of a U.S. holder. Subject to the discussion of backup withholding below under “—Information Reporting and Backup Withholding,” a non-U.S. holder generally should not be subject to U.S. federal income tax on the gain or loss from the receipt of the merger consideration in exchange for shares of Common Stock pursuant to the Company Merger, except as described below.

Gain recognized by a non-U.S. holder upon a sale or exchange of shares of Common Stock pursuant to the Company Merger generally will not be taxed under the Foreign Investment in Real Property Tax Act (“FIRPTA”) if the Company is a “domestically controlled qualified investment entity,” defined generally to include a REIT, provided that less than 50% in value of the stock of such REIT is and was held directly or indirectly by foreign persons at all times during a specified testing period (provided that, if any class of a REIT’s stock is regularly traded on an established securities market in the United States, a person holding less than 5% of such class at all times during the testing period is generally presumed not to be a foreign person, unless the REIT has actual knowledge otherwise). The Company believes that it is a “domestically controlled qualified investment entity” and, therefore, assuming that the Company is a “domestically controlled qualified investment entity” at the Effective Time, taxation under FIRPTA will not apply to the receipt of cash in exchange for shares of Common Stock pursuant to the Company Merger, although there can be no assurance in this regard.

If the Company does not qualify as a “domestically controlled qualified investment entity,” the tax consequences to a non-U.S. holder of an exchange of shares of Common Stock for cash pursuant to the Company Merger will depend upon whether such stock is regularly traded on an established securities market in the United States and the amount of such stock that is held by a non-U.S. holder. The Company believes that its shares of Common Stock are regularly traded on an established securities market in the United States within the meaning of FIRPTA and the applicable Treasury Regulations. Therefore, a non-U.S. holder generally will not be subject to U.S. federal income tax under FIRPTA, unless such non-U.S. holder has held more than 10% of the value of the shares of the Common Stock at any time during the applicable testing period. Non-U.S. holders should consult their own tax advisors regarding the particular tax consequences of the Company Merger to them, including the applicability of FIRPTA. In particular, a non-U.S. holder who has held more than 10% of the shares of Common Stock at any time during the one-year period ending on the date of the Company Merger or a non-U.S. holder who is a “qualified shareholder” (within the meaning of Section 897(k)(3) of the Code) is urged to consult its tax advisors concerning the tax consequences to them of the receipt of the merger consideration.

However, even if not subject to FIRPTA, gain recognized by a non-U.S. holder as a result of the Company Merger will be taxable to such non-U.S. holder if such gain is treated as effectively connected with the non-U.S. holder’s U.S. trade or business and, if required by an applicable income tax treaty as a condition for subjecting the non-U.S. holder to U.S. taxation on a net income basis, is attributable to a permanent establishment or fixed base that the non-U.S. holder maintains in the United States. In this case, the same treatment that applies to U.S. holders with respect to the gain will generally apply to such non-U.S. holder, and a non-U.S. holder that is a corporation may also be subject to a 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) on such gain. In addition, any such gain will be taxable to a non-U.S. holder if the

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non-U.S. holder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year or maintains an office or a fixed place of business in the United States to which the gain is attributable. In such cases, a 30% tax (or such lower rate as may be specified by an applicable income tax treaty) will apply to the nonresident alien individual’s capital gains, which may be offset by certain U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and the procedures for claiming tax treaty benefits or otherwise establishing an exemption from U.S. withholding tax.

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently at a rate of 24%) generally will apply to payments of cash made in connection with the Company Merger. Backup withholding will not apply, however, to a holder of shares of Common Stock who (1) in the case of a U.S. holder, furnishes a correct taxpayer identification number, certifies that such U.S. holder is not subject to backup withholding on a duly executed IRS Form W-9, and otherwise complies with all applicable requirements of the backup withholding rules; (2) in the case of a non-U.S. holder, furnishes a duly executed applicable IRS Form W-8; or (3) provides proof that such holder is otherwise exempt from backup withholding and complies with other applicable rules and certification requirements. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be claimed as a refund or credited against a holder’s U.S. federal income tax liability, if any, so long as such holder furnishes the required information to the IRS in a timely manner.

THIS DISCUSSION OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS OF SHARES OF COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE CLOSING CASH DIVIDEND AND ADDITIONAL DIVIDENDS, IF ANY, AND THE COMPANY MERGER, INCLUDING THE EFFECT OF ANY FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

Delisting and Deregistration of Common Stock

Following the completion of the Company Merger, our Common Stock will no longer be traded on the NYSE and will be deregistered under the Exchange Act.

Our Preferred Stock (and depositary shares in respect thereof) will remain outstanding following the Company Merger in accordance with their respective terms. The terms of the Preferred Stock (and depositary shares in respect thereof) will be unaffected by the Company Merger.

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THE MERGER AGREEMENT

The following summarizes the material provisions of the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. The summary of the material terms of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Exhibit A and which we incorporate by reference into this proxy statement. We recommend that you read the Merger Agreement attached to this proxy statement as Exhibit A carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The Merger Agreement contains representations and warranties made by, and to, us, the Partnership, Parent, Merger Sub I and Merger Sub II. These representations and warranties, which are set forth in the copy of the Merger Agreement attached to this proxy statement as Exhibit A, were made for the purposes of negotiating and entering into the Merger Agreement between the parties, or may have been used for the purpose of allocating risk between the parties instead of establishing such matters as facts. In addition, these representations and warranties may be subject to important qualifications and limitations agreed by the parties in connection with negotiating the terms of the Merger Agreement, were made as of specified dates, and may be subject to standards of materiality different from what may be viewed as material to our stockholders. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company or its affiliates.

Structure

The Partnership Merger

At the Partnership Merger Effective Time, Merger Sub II will be merged with and into the Partnership, the separate existence of Merger Sub II will cease, and the Partnership will be the Surviving Partnership in the Partnership Merger. At the Partnership Merger Effective Time, all the properties, rights, privileges, powers and franchises of the Partnership and Merger Sub II will vest in the Surviving Partnership, and all debts, liabilities, duties and obligations of the Partnership and Merger Sub II will become the debts, liabilities, duties and obligations of the Surviving Partnership.

The Company Merger

At the Company Merger Effective Time, Merger Sub I will be merged with and into the Company, the separate existence of Merger Sub I will cease and the Company will be the Surviving Company in the Company Merger. At the Company Merger Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub I will vest in the Surviving Company, and all debts, liabilities, duties and obligations of the Company and Merger Sub I will become the debts, liabilities, duties and obligations of the Surviving Company. Our Preferred Stock (and depositary shares in respect thereof) will remain outstanding following the Company Merger. The terms of the Preferred Stock (and depositary shares in respect thereof) will be unaffected by the Company Merger. Following the completion of the Company Merger, our Common Stock will no longer be traded on the NYSE and will be deregistered under the Exchange Act.

Effective Times; Closing Date

On the closing date, the Partnership and Merger Sub II will duly execute and file articles of merger with the SDAT. The Partnership Merger will become effective upon the later of the acceptance for record of the articles of

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merger with respect to the Partnership Merger by the SDAT or on such other date and time (not to exceed 30 days from the date the articles of merger with respect to the Partnership Merger are accepted for record by the SDAT) as may be mutually agreed to by the Company and Parent and specified in the articles of merger with respect to the Partnership Merger.

On the closing date, the Company and Merger Sub I will duly execute and file articles of merger with the SDAT. The Company Merger will become effective upon the later of the acceptance for record of the articles of merger with respect to the Company Merger by the SDAT or on such other date and time (not to exceed 30 days from the date the articles of merger with respect to the Company Merger are accepted for record by the SDAT) as may be mutually agreed to by the Company and Parent and specified in the articles of merger with respect to the Company Merger.

Unless otherwise agreed in writing by the parties to the Merger Agreement, the Partnership Merger Effective Time and the Company Merger Effective Time will occur on the closing date, with the Company Merger Effective Time occurring immediately after the Partnership Merger Effective Time.

In this proxy statement, we refer to the date on which the closing of the Mergers occurs as the “closing date.” The closing of the Mergers will take place on the third business day after satisfaction or waiver of the conditions to the Mergers described under “—Conditions to the Mergers” (other than those conditions that by their nature are to be satisfied or waived at the closing of the Mergers, but subject to the satisfaction or waiver of such conditions) or at such other date as may be mutually agreed to in writing by the parties to the Merger Agreement.

Governing Documents

At the Company Merger Effective Time, the charter of the Company, as in effect immediately prior to the Company Merger Effective Time, will be amended and restated in a form agreed to by the parties to the Merger Agreement and set forth on an exhibit to the Merger Agreement, and the amended charter will be the charter of the Surviving Company until thereafter amended as provided therein or by applicable law. The bylaws of the Company, as in effect immediately prior to the Company Merger Effective Time, will be the bylaws of the Surviving Company until thereafter amended as provided therein or by applicable law.

At the Partnership Merger Effective Time, the certificate of limited partnership of the Partnership, as in effect immediately prior to the Partnership Merger Effective Time, will be the certificate of limited partnership of the Surviving Partnership until thereafter amended as provided therein or by applicable law. The partnership agreement, as in effect immediately prior to the Partnership Merger Effective Time (being in the form attached on an exhibit to the Merger Agreement) will be the limited partnership agreement of the Surviving Partnership until thereafter amended as provided therein or by applicable law.

Directors; Officers; General Partner and Limited Partners of the Surviving Entities

From and after the Company Merger Effective Time, the board of directors of the Surviving Company will consist of the individuals designated by Parent pursuant to a written notice to the Company prior to the Company Merger Effective Time. The officers of the Company immediately prior to the Company Merger Effective Time will be the officers of the Surviving Company from and after the Company Merger Effective Time. The Company will be the sole general partner and a limited partner of the Surviving Partnership following the Partnership Merger Effective Time.

Treatment of Common Stock, Preferred Stock and Equity Awards

Common Stock

At the Company Merger Effective Time, each share of our Common Stock (other than the cancelled shares) issued and outstanding immediately prior to the Company Merger Effective Time will be automatically

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converted into the right to receive the merger consideration. If we declare an Additional Dividend, which is a dividend determined by us to be reasonably necessary to maintain our status as a REIT under the Code or to avoid the imposition of income or excise tax or any other entity-level tax as permitted under the Merger Agreement, the merger consideration will be decreased by an amount equal to the per share amount of such Additional Dividend. Additionally, immediately prior to the Partnership Merger Effective Time, we will be required to pay the Closing Cash Dividend to holders of record of our Common Stock as of the close of business on the business day immediately prior to the closing date in an amount reasonably determined by the Company in consultation with Parent equal to or in excess of the sum of (i) the amount required to be distributed to avoid the imposition of income or excise tax or any other entity-level tax for the Company’s hypothetical short taxable year ending on the closing date as a result of the Mergers or the Company’s taxable year ended December 31, 2021 and (ii) the estimated accumulated earnings and profits of the Company, calculated pursuant to applicable Treasury Regulations, for the Company’s hypothetical short taxable year ending on the closing date as a result of the Mergers, so long as any such Closing Cash Dividend is no greater than the cash available for distribution. The Closing Cash Dividend will also reduce the merger consideration per share by an amount equal to the per share amount of such Closing Cash Dividend.

Preferred Stock

Each share of Preferred Stock issued and outstanding immediately prior to the Company Merger Effective Time and each depositary share issued pursuant to the deposit agreements for the Preferred Stock, representing one-thousandth of one share of Preferred Stock issued and outstanding immediately prior to the Company Merger Effective Time will be unaffected by the Company Merger and will remain outstanding in accordance with their respective terms.

Company Options

Immediately prior to the Company Merger Effective Time, each Company Option that is outstanding immediately prior to the Company Merger Effective Time will be cancelled in exchange for a cash payment in an amount equal to (1) the number of shares of Common Stock subject to the Company Option immediately prior to the Company Merger Effective Time multiplied by (2) the excess (if any) of the merger consideration over the per share exercise price applicable to the Company Option, less any applicable withholding taxes. Each Company Option with a per share exercise price that exceeds the merger consideration will be cancelled for no consideration.

Company RSU Awards

Immediately prior to the Company Merger Effective Time, each Company RSU Award that is outstanding immediately prior to the Company Merger Effective Time will be cancelled in exchange for a cash payment in an amount equal to (1) the number of shares of Common Stock subject to the Company RSU Award immediately prior to the Company Merger Effective Time multiplied by (2) the merger consideration, less any applicable withholding taxes.

Company DSU Awards

Immediately prior to the Company Merger Effective Time, each Company Deferred Stock Unit Award that is outstanding immediately prior to the Company Merger Effective Time will become vested and, at the Company Merger Effective Time, be converted into a right to receive a cash payment in an amount equal to (1) the number of shares of Common Stock subject to the Company Deferred Stock Unit Award immediately prior to the Company Merger Effective Time multiplied by (2) the merger consideration, less any applicable withholding taxes.

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2022 Equity Incentive Plan Awards

Immediately prior to the Company Merger Effective Time, each 2022 EIP Award will be cancelled in exchange for a specified cash payment, less any applicable withholding taxes.

Treatment of Interests in the Partnership

Partnership Units

At the Partnership Merger Effective Time, each partnership unit (other than units held by the Company, Parent, Merger Sub II or any of their respective wholly owned subsidiaries) issued and outstanding immediately prior to the Partnership Merger Effective Time will be cancelled in exchange for the right to receive an amount in cash equal to the merger consideration.

Company Partnership Interests

At the Partnership Merger Effective Time, each partnership unit owned by the Company or any of its subsidiaries immediately prior to the Partnership Merger Effective Time will remain outstanding as a partnership unit of the Surviving Partnership held by the Company or the relevant subsidiary. Following the Company Merger Effective Time, the Surviving Company will be the general partner of the Surviving Partnership and will have such rights, duties and obligations as are more fully set forth in the partnership agreement of the Surviving Partnership, as amended in accordance with the terms of the Merger Agreement.

No Further Ownership Rights

At the Company Merger Effective Time and the Partnership Merger Effective Time, as applicable, holders of our Common Stock and the holders of partnership units of the Partnership, respectively, that have their shares or units converted into the right to receive the merger consideration will cease to be, and will have no rights as, our stockholders or limited partners of the Partnership other than the right to receive the merger consideration. The merger consideration paid, delivered or issued upon the surrender for exchange of certificates representing Common Stock or partnership units will be deemed to have been paid, delivered or issued, as the case may be, in full satisfaction of all rights and privileges pertaining to the Common Stock or partnership units exchanged therefor.

Exchange and Payment Procedures

At or before the Partnership Merger Effective Time, Parent will deposit, or cause to be deposited, with a paying agent reasonably satisfactory to us, for the benefit of the holders of our Common Stock and the partnership units, the merger consideration, less the merger consideration to be paid in respect of our equity awards as described in “—Treatment of Common Stock, Preferred Stock and Equity Awards” above (which amounts will be paid or delivered directly to the Surviving Company). As soon as practicable after the closing date (but in any event within five business days), the paying agent will mail to each holder of record of a certificate or certificates that, immediately prior to the Company Merger Effective Time, represented outstanding shares of Common Stock or that, immediately prior to the Partnership Merger Effective Time, represented partnership units, a letter of transmittal and instructions for use in effecting the surrender of the certificates in exchange for the merger consideration to which the holder thereof is entitled. The letter of transmittal and instructions will tell you how to surrender your certificates representing shares of Common Stock or partnership units, as applicable, in exchange for the merger consideration.

Holders of book-entry shares of Common Stock or book-entry partnership units will not receive a letter of transmittal for their shares of Common Stock or partnership units from the paying agent. Instead, holders of such book-entry shares of Common Stock or book-entry partnership units will automatically be entitled to receive in exchange therefor the merger consideration to which the holder thereof is entitled.

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Upon surrender of a certificate that previously represented shares of Common Stock or partnership units to the paying agent, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the paying agent, the holder of such certificate will be entitled to receive the merger consideration payable in respect of the shares of our Common Stock or partnership units, as applicable, previously represented by such certificate. The merger consideration may be paid to a person other than the person in whose name the certificate so surrendered is registered in our and the Partnership’s transfer records, if any such certificate is properly endorsed or otherwise in proper form for transfer and the person requesting such payment pays any transfer or other similar taxes or establishes to the reasonable satisfaction of Parent that such tax has been paid or is not applicable.

No interest will be paid or will accrue on any cash payable upon surrender of any certificate. The Company, the Surviving Company, the Partnership, the Surviving Partnership, Parent, Merger Sub I, Merger Sub II or the paying agent (and any affiliates or designees of the foregoing) and any other applicable withholding agent, as applicable, will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the Merger Agreement to any person such amounts as it is required to deduct and withhold with respect to the making of such payment (and, with respect to our equity awards, the vesting and/or cancellation of such equity awards) under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or non-U.S. tax law. To the extent that amounts are so deducted or withheld and paid over to the appropriate governmental entity, such deducted and withheld amounts shall be treated as having been paid to the person in respect of which such deduction or withholding was made.

On the closing date, the share transfer books of the Company and the unit transfer books of the Partnership will be closed and thereafter there will be no further registration of transfers of shares of Common Stock or partnership units.

None of Parent, Merger Sub I, the Surviving Company, the Partnership, Merger Sub II, the Surviving Partnership, the Company or the paying agent, or any employee, officer, trustee, director, agent or affiliate thereof, will be liable to any person in respect of merger consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Any portion of the merger consideration which remains undistributed to the holders of the certificates or the holders of any shares of Common Stock or partnership units held in book-entry for 12 months after the closing date will be delivered to the Surviving Company, and any holders of our Common Stock or partnership units prior to the Company Merger Effective Time or Partnership Merger Effective Time, as applicable, who have not theretofore complied with the exchange and payment procedures contained in the Merger Agreement must look only to the Surviving Company and only as general creditors thereof for payment of the merger consideration.

If any certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed to the reasonable satisfaction of Parent and the paying agent and the taking of such other actions as may be reasonably requested by the paying agent, the paying agent will issue, in exchange for such lost, stolen or destroyed certificate, the merger consideration, pursuant to the Merger Agreement.

Representations and Warranties

We and the Partnership, jointly and severally, have made customary representations and warranties in the Merger Agreement that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in the confidential disclosure schedules delivered in connection therewith. These representations and warranties relate to, among other things:

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Many of our representations and warranties are qualified by the concept of a “material adverse effect.” Under the terms of the Merger Agreement, a “material adverse effect” means any change, event, state of facts or development that has had or would reasonably be expected to have a material adverse effect on (1) the business, financial condition, assets or continuing results of operations of us and our subsidiaries, taken as a whole, or (2) the ability of us or the Partnership to consummate the Mergers before October 24, 2022; provided, however, that in the case of clause (1), no change, event, state of facts or development resulting from any of the following shall be deemed to be, or taken into account in determining whether there has been or will be, a “material adverse effect”:

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provided, that (1) with respect to the exceptions set forth in the second, fifth, ninth and eleventh bullet points above, such changes, events, state of facts or developments may be taken into account to the extent they disproportionately adversely affect us and our subsidiaries, taken as a whole, compared to other companies operating in the United States in the industries in which we and our subsidiaries operate and (2) clause (iii) of the first bullet point above does not apply to the references to material adverse effect in certain representations and warranties.

The Merger Agreement also contains customary representations and warranties made, jointly and severally, by Parent, Merger Sub I and Merger Sub II that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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The representations and warranties of each of the parties to the Merger Agreement will expire upon the closing of the Mergers.

Conduct of Our Business Pending the Mergers

Under the Merger Agreement, we have agreed that, subject to certain exceptions set forth in the Merger Agreement or the confidential disclosure schedules delivered in connection therewith or unless Parent consents in writing (which consent may not be unreasonably withheld, delayed or conditioned), between the date of the Merger Agreement and the earlier of the Partnership Merger Effective Time and the termination of the Merger Agreement in accordance with its terms (which period we refer to as the “interim period”), we will, and will cause our subsidiaries to, in all material respects, use commercially reasonable efforts:

We have also agreed that during the interim period, subject to certain exceptions set forth in the Merger Agreement or the confidential disclosure schedules delivered in connection therewith or unless Parent consents in

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writing (which consent may not be unreasonably withheld, delayed or conditioned), we and our subsidiaries will not, among other things:

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Notwithstanding anything to the contrary in the foregoing bullet points, nothing will prohibit any transactions between us and one or more of our wholly-owned subsidiaries (other than the Partnership) or between any of our wholly-owned subsidiaries.

Company Stockholders’ Meeting

Under the Merger Agreement, we are required, as soon as reasonably practicable following the date that this proxy statement is cleared by the SEC for mailing to our common stockholders, to duly call, give notice of, convene and hold a meeting of the holders of our Common Stock for the purpose of seeking stockholder approval of the Company Merger and the other transactions contemplated by the Merger Agreement, which we refer to as the special meeting, provided that we are not required to convene and hold the special meeting prior to

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11:59 p.m. (New York City time) on June 4, 2022 or such later “cut-off time” as described below pursuant to terms of the Merger Agreement. We are required to (1) through our board of directors, recommend to holders of our Common Stock that they vote in favor of the Company Merger so that we may obtain the approval for the Company Merger and the other transactions contemplated by the Merger Agreement and (2) use our reasonable best efforts to solicit the approval of the Company Merger and the other transactions contemplated by the Merger Agreement by the holders of our Common Stock (including by soliciting proxies from our common stockholders), except in each case to the extent that our board of directors has effected an adverse recommendation change, as permitted by and determined in accordance with the provisions described below under “—Company Acquisition Proposals; Non-Solicitation” and “—Obligation of the Board of Directors with Respect to Its Recommendation.” Unless the Merger Agreement is terminated in accordance with its terms, we are prohibited from submitting to the vote of our common stockholders any Company Acquisition Proposal.

For purposes of the Merger Agreement a “Company Acquisition Proposal” means any inquiry, offer or proposal from any person or “group” (as defined in Section 13(d)(3) of the Exchange Act) regarding any of the following (other than the Mergers) involving any of us, the Partnership or our respective subsidiaries:

Notwithstanding anything to the contrary contained in the Merger Agreement, we may adjourn or postpone the special meeting, after consultation with Parent: (a) to the extent necessary to ensure that any required supplement or amendment to this proxy statement is provided to our common stockholders within a reasonable amount of time in advance of a vote on the Company Merger; if additional time is reasonably required to solicit proxies in favor of the approval of the Company Merger; or (c) if there are insufficient shares of Company Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the special meeting, provided that, in the case of clause (b) or clause (c), without the written consent of Parent, in no event will the special meeting (as so postponed or adjourned) be held on a date that is more than 30 days after the date for which the special meeting was originally scheduled.

Under the Merger Agreement, we must call, give notice of, convene and hold the special meeting and mail this proxy statement to our stockholders without regard to an adverse recommendation change, unless the Merger Agreement has been terminated in accordance with its terms.

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Agreement to Take Certain Actions

Subject to the terms and conditions of the Merger Agreement, each party to the Merger Agreement has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the Mergers as promptly as practicable and to cause to be satisfied all conditions precedent to its obligations under the Merger Agreement, including, consistent with the foregoing,

Neither we nor our subsidiaries will be permitted to pay or commit to pay to any non-governmental third party any cash or other consideration, make any commitment or incur any liability or other obligation in connection with obtaining any required consent in connection with the transactions contemplated by the Merger Agreement from any such non-governmental third party unless Parent has provided its prior written consent. Neither we, nor the Partnership, nor Parent, nor any of their respective affiliates will be required to pay or commit to pay to such non-governmental third party whose approval or consent is being solicited in connection with the transactions contemplated by the Merger Agreement any cash or other consideration, make any commitment or incur any liability or other obligations in connection with obtaining any approval or consent from any such non-governmental third party, except in each case, if the payment, commitment or obligation is conditioned upon the closing of the Mergers.

In addition, in the event that any party fails to obtain any non-governmental third-party consent, the parties to the Merger Agreement will use reasonable best efforts to minimize any adverse effect upon us and Parent and our and their respective affiliates and businesses resulting, or which would reasonably be expected to result, after the Partnership Merger Effective Time, from the failure to obtain such non-governmental third-party consent.

Parent is required to, and will cause its subsidiaries to, take any and all actions to avoid the entry of, and resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind, in each case that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Mergers, including becoming subject to, consenting to, or offering or agreeing to, or otherwise taking any action with respect to, any requirement, condition, limitation, contract or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Company, the Partnership, the Surviving Partnership, Parent or any of their respective subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Company, the Partnership, the Surviving Partnership, Parent or any of their respective subsidiaries in any manner or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, the Partnership, the Surviving Partnership or any of their respective subsidiaries; provided,

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however, that none of the Company, the Surviving Company, the Partnership, the Surviving Partnership, Parent or any of their respective affiliates is required to take any of the actions set forth in clauses (i) through (iii) unless the effectiveness of such action is conditioned upon the closing of the Mergers; provided, further, that, nothing in the Merger Agreement will require any of Parent or its affiliates to agree or otherwise be required to, take any action, including any action contemplated in clauses (i) through (iii) above with respect to Parent or any of its affiliates (including Blackstone and any investment funds or investment vehicles affiliated with, or managed or advised by, Blackstone or any portfolio company (as such term is commonly understood in the private equity industry) or investment of Blackstone or of any such investment fund or investment vehicle), or any interest therein, other than with respect to the Company. In no event will the Company, Surviving Company, the Partnership, the Surviving Partnership or any of their respective affiliates negotiate, effect or agree to any action contemplated by clauses (i) — (iii) above without the prior written consent of Parent.

Parent, Merger Sub I and Merger Sub II will not, and will not permit any of their subsidiaries to, take or agree to take any action, including acquiring or agreeing to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise making any investment in, or by any other manner, any person or portion thereof, or otherwise acquiring or agreeing to acquire or make any investment in any assets, or agreeing to any commercial or strategic relationship with any person, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation, investment or commercial or strategic relationship would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any governmental entity necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any governmental entity entering an order prohibiting the consummation of the transactions contemplated by the Merger Agreement or (iii) materially delay the consummation of the transactions contemplated by the Merger Agreement.

Each party to the Merger Agreement has agreed to keep the other parties reasonably informed regarding any lawsuit or other legal proceeding relating to or challenging the Merger Agreement or the consummation of the Mergers unless doing so would, in the reasonable judgment of such party, jeopardize any of our or our subsidiaries’ privilege with respect thereto. We will promptly advise Parent in writing of the initiation of and any material developments regarding, and will reasonably consult with and permit Parent and its representatives to participate in the defense, negotiations or settlement of, any such lawsuit or other such legal proceeding, and we will give consideration to Parent’s advice with respect to such lawsuit or other such legal proceeding. We will not, and will not permit any of our subsidiaries nor any of our or our subsidiaries’ representatives to, compromise or settle any such lawsuit or other legal proceeding or consent thereto unless Parent otherwise consents in writing (which will not be unreasonably withheld, conditioned or delayed).

Each party to the Merger Agreement has agreed to take all action necessary so that no takeover statute is or becomes applicable to Parent, Merger Sub I, Merger Sub II, the Merger Agreement, the Mergers or any of the other transactions contemplated in the Merger Agreement. If any takeover statute becomes applicable, parties will take all actions necessary so that the Mergers and the other transactions contemplated in the Merger Agreement are consummated as promptly as practicable on the terms contemplated in the Merger Agreement.

Prior to the closing date, the Company will use reasonable best efforts to take, or cause to be taken, all actions reasonably necessary, proper or advisable to delist our Common Stock from the NYSE and deregister our Common Stock under the Exchange Act as promptly as practicable after such delisting.

Company Acquisition Proposals; Non-Solicitation

Actions Prior to “No-Shop Period Start Date”

Pursuant to the Merger Agreement, until the No-Shop Period Start Date, the Company, its subsidiaries, Public Storage and their respective directors, partners, managers, officers, employees, consultants, advisors

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(including counsel, accountants, investment bankers, experts, consultants and financial advisors), agents and other representatives are permitted to:

For purposes of the Merger Agreement an “excluded party” means any person or group of persons from whom the Company or any of its representatives has received a written bona fide Company Acquisition Proposal after the date of the Merger Agreement and prior to the No-Shop Period Start Date, which the board has determined in good faith (after consultation with its outside legal and financial advisors), prior to the No-Shop Period Start Date, constitutes or could reasonably be expected to lead to a Superior Proposal.

However, any such person or group of persons will immediately cease to be an excluded party upon the earliest to occur of the following:

Such date and time, as it may be extended, is referred to as the “cut-off time”.

An “excluded party notice period” means, with respect to an excluded party, a period of three days commencing upon the expiration of a notice of change period with respect to our intention to terminate the Merger Agreement to enter into a definitive agreement with respect to a qualified proposal that was submitted by

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such excluded party and that our board of directors has determined constitutes a Superior Proposal in accordance with the procedures described in the section titled “—Obligation of the Board of Directors with Respect to Its Recommendation”.

Actions Following “No-Shop Period Start Date”

From and after the No-Shop Period Start Date, we have agreed that, except as permitted for excluded parties and by certain exceptions described below, we will, and will cause each of our subsidiaries, and our and their officers and directors to, and will direct our and their partners, managers, officers, employees, consultants, advisors (including counsel, accountants, investment bankers, experts, consultants and financial advisors), agents and other representatives to, and will cause Public Storage and its officers and directors to, and will cause Public Storage to direct its partners, managers, officers, employees, consultants, advisors (including counsel, accountants, investment bankers, experts, consultants and financial advisors), agents and other representatives to, immediately cease any solicitations, discussions, negotiations or communications with any person that may be ongoing with respect to any Company Acquisition Proposal.

We have further agreed that, except as permitted for excluded parties and by certain exceptions described below, from the No-Shop Period Start Date until the earlier of the Partnership Merger Effective Time and the termination of the Merger Agreement in accordance with its terms and subject to the provisions described below, we will not, and we will cause our subsidiaries and our and their officers and directors not to, and will not authorize and will use reasonable best efforts to cause our and their partners, managers, officers, employees, consultants, advisors (including counsel, accountants, investment bankers, experts, consultants and financial advisors), agents and other representatives not to, and will cause Public Storage and its officers and directors not to, and will cause Public Storage to not authorize and to use reasonable best efforts to cause its partners, managers, officers, employees, consultants, advisors (including counsel, accountants, investment bankers, experts, consultants and financial advisors), agents and other representatives not to, directly or indirectly through another person:

Within one business day after the No-Shop Period Start Date, we are required to:

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Promptly after the No-Shop Period Start Date (and, in any event, within 24 hours thereafter), we are required to:

On or after the No-Shop Period Start Date and prior to obtaining the Company Requisite Vote, if we receive an unsolicited written bona fide Company Acquisition Proposal after the date of the Merger Agreement by a third party (including any person or group of persons that ceased to be an excluded party after such person or group has ceased to be an excluded party) that did not result from a breach of the obligations described above (provided that the Company or any of its partners, managers, officers, employees, consultants, advisors (including counsel, accountants, investment bankers, experts, consultants and financial advisors), agents and other representatives may correspond in writing with any party making such written Company Acquisition Proposal to request clarification of the terms and conditions thereof so as to determine whether such Company Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal), if in the good faith determination of our board of directors, after consultation with its outside legal counsel and financial advisors, such Company Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, we or our subsidiaries may:

From and after the No-Shop Period Start Date, we will notify Parent promptly (but in no event later than 48 hours) after receipt of any Company Acquisition Proposal or any request for non-public information regarding us or any of our subsidiaries by any third party that informs us that it is considering making, or has made, a

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Company Acquisition Proposal, or any other inquiry from any person seeking to have discussions or negotiations with us regarding a possible Company Acquisition Proposal. Such notice will be made in writing and shall identify the person making such Company Acquisition Proposal or inquiry and indicate the material terms and conditions of any Company Acquisition Proposals or inquiries, to the extent known (including, if applicable, providing copies of any written Company Acquisition Proposals or inquiries and any proposed agreements related thereto, which may be redacted to the extent necessary to protect confidential information of the business or operations of the person making such Company Acquisition Proposals or inquiry). We will also promptly, and in any event within 48 hours, notify Parent in writing if we enter into discussions or negotiations concerning any Company Acquisition Proposal or provide nonpublic information to any person, notify Parent of any change to the financial and other material terms and conditions of any Company Acquisition Proposal and otherwise keep Parent reasonably informed of the status and terms of any Company Acquisition Proposal or inquiry on a reasonably current basis, including by providing a copy of all written proposals, offers, drafts of proposed agreements or correspondence relating thereto (which may be redacted to the extent necessary to protect confidential information of the business or operations of the person making such Company Acquisition Proposal or inquiry). Neither we nor any of our subsidiaries may, after the date of the Merger Agreement, enter into any confidentiality or similar agreement that would prohibit us from providing such information to Parent.

For purposes of the Merger Agreement a “Superior Proposal” means a bona fide, written Company Acquisition Proposal (provided that the references to “15%” in the definition of Company Acquisition Proposal will be replaced with references to “50%”) by a third party which our board of directors has determined in good faith, after consultation with the Company’s outside legal and financial advisors, to be (A) if consummated, more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by the Merger Agreement and (B) reasonably likely to be consummated, taking into account (x) the financial, legal, regulatory and any other aspects of such proposal, (y) the likelihood and timing of consummation (as compared to the Company Merger) and (z) any changes to the terms of the Merger Agreement proposed by Parent and any other information provided by Parent.

Obligation of the Board of Directors with Respect to Its Recommendation

Except in the circumstances and pursuant to the procedures described below, neither our board of directors nor any committee thereof will:

We refer to any action described in the first three bullet points above as an “adverse recommendation change.”

Prior to the approval of the Company Merger and the other transactions contemplated by the Merger Agreement by our common stockholders, our board of directors may effect an adverse recommendation change

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and/or (only in the case of a Superior Proposal) terminate the Merger Agreement to enter into a definitive agreement providing for the implementation of a Superior Proposal:

For purposes of the Merger Agreement, “Intervening Event” means a material event, development or change in circumstances with respect to us and our subsidiaries, taken as a whole, that occurred or arose after the date of the Merger Agreement, which was unknown to, nor reasonably foreseeable by, our board of directors as of or prior to the date of the Merger Agreement, and first becomes known to or by our board of directors prior to the approval of the Company Merger and the other transactions contemplated by the Merger Agreement by our common stockholders. Notwithstanding the foregoing, none of the following will constitute, or be considered in determining whether there has been, an Intervening Event:

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Any amendment to the financial terms or any other material amendment of such a Superior Proposal will require a new notice of change of recommendation, and we will be required to comply again with the requirements described above, except that the notice of change period will be reduced to two business days following receipt by Parent of any such new notice of change of recommendation and ending at 11:59 p.m. (New York City time) on such 2^nd business day.

Nothing contained in the Merger Agreement will prohibit us or our board of directors from taking and disclosing to our stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from making any disclosure to our stockholders that is required by applicable law or if our board of directors determines in good faith, after consultation with outside legal counsel, that the failure to make such disclosure would reasonably be expected to be inconsistent with our directors’ duties under applicable law, provided, however, that neither we nor our board of directors will be permitted to recommend that our stockholders tender any securities in connection with any tender offer or exchange offer that is a Company Acquisition Proposal or otherwise effect an adverse recommendation change with respect thereto, except as permitted by the provisions described above.

Employee Benefits

From and after the Company Merger Effective Time and for a period ending on the first anniversary of the Company Merger Effective Time (or, if shorter, during any applicable period of employment), each of our and our subsidiaries’ employees who is employed immediately prior to, and continues employment with the Surviving Company or any of its subsidiaries following, the Company Merger Effective Time, each of which we refer to as a “Company Employee,” will be entitled to receive (1) a base salary or wage rate, as applicable, that is no less favorable than the base salary or wage rate in effect with respect to such Company Employee immediately prior to the Company Merger Effective Time, (2) an annual cash bonus opportunity that is no less favorable than the annual cash bonus opportunity provided to such Company Employee immediately prior to the Company Merger Effective Time, and (3) other compensation and benefits (including severance benefits, paid time off, health insurance and equity-based compensation opportunities under the Equity Incentive Plan Awards Program and the Leader Board Program but excluding all other equity-based compensation and long-term incentive compensation) that are substantially comparable, in the aggregate, to the other compensation and benefits provided to such Company Employee immediately prior to the Company Merger Effective Time, it being understood that cash compensation in an amount equal to the target annual equity-based compensation opportunity applicable to such Company Employee as of immediately prior to the Company Merger Effective Time may be provided in lieu of equity-based compensation.

For the employee benefit plans of Parent and its subsidiaries providing any benefits to any Company Employee after the Company Merger Effective Time, each Company Employee will be credited with his or her years of service with us and our subsidiaries and our and their respective predecessors as if such service were with Parent or an applicable subsidiary, provided that the foregoing will not apply (1) for purposes of accrual of or entitlement to pension benefits, post-employment welfare benefits, special or early retirement programs, window separation programs or similar plans which may be in effect from time to time, (2) to the extent that its application would result in a duplication of benefits or (3) to the extent the we did not recognize such service under any comparable plan, program or benefit. After the Company Merger Effective Time, each Company Employee will continue to be credited with the unused paid time off credited to such employee through the Company Merger Effective Time under our or our subsidiaries’ applicable paid time off policies (subject to the same forfeiture conditions and accrual limits as applicable prior to the Company Merger Effective Time).

All limitations as to preexisting conditions, exclusions, actively at work requirements, waiting periods or any other restriction that would prevent immediate or full participation of Company Employees under Parent’s or

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any of its subsidiaries’ health and welfare plans will be waived by Parent and its subsidiaries, other than limitations, exclusions, actively at work requirements, waiting periods or other restrictions that are already in effect with respect to such Company Employees and that have not been satisfied as of the closing date of the Company Merger under any Company employee benefit plan. Any and all evidence of insurability requirements with respect to such Company Employees to the extent such evidence of insurability requirements were not applicable to the Company Employees under the comparable company benefit plans immediately prior to the closing of the Company Merger will be waived by Parent and its subsidiaries. Additionally, each Company Employee and his or her dependents will be provided with full credit for any co-payments and deductibles satisfied prior to the closing date for the plan year within which the Company Merger Effective Time occurs in order to satisfy any applicable deductible or out-of-pocket requirements, and for any lifetime maximums, under any welfare plans that such Company Employees are eligible to participate in after the closing date of the Company Merger.

On and after the closing date of the Company Merger, Parent shall cause the Surviving Company and the Surviving Partnership to honor all Company employee benefit plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the Company Merger Effective Time (subject to any rights to terminate, amend or modify such Company employee benefit plans and compensation arrangements and agreements in accordance with their terms).

Financing Cooperation

The consummation of the Mergers is not conditioned upon Parent’s receipt of financing. Pursuant to the Merger Agreement, Parent may disclose non-public information to potential debt financing sources.

Subject to applicable law, prior to the closing of the Mergers, we will, and will cause our subsidiaries to, and will use commercially reasonable efforts to cause our and our subsidiaries’ representatives to, provide all cooperation reasonably requested in writing by Parent in connection with Parent arranging financing with respect to us, our subsidiaries or our or any of our subsidiaries’ properties effective as of or after (and conditioned on the occurrence of) the Partnership Merger Effective Time (which we refer to as the “Financing”), including by using commercially reasonable efforts to:

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Nothing in the Merger Agreement will, however, require us or any of our subsidiaries or any of our or any of our subsidiaries’ representatives to take any action to the extent it would:

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Partnership Conversion

The Merger Agreement requires that, prior to the closing of the Mergers, we take steps to cause the Partnership to be converted prior to the Partnership Merger Effective Time from a California limited partnership to a Maryland limited partnership pursuant to the filing of articles of conversion and a certificate of limited partnership with the SDAT, and a certificate of conversion with the California Secretary of State (such transactions referred to as the “Partnership Conversion” and are pursuant to a “plan of conversion”). We will not amend or terminate the plan of conversion without Parent’s written approval, provided that we may, without Parent’s written approval, make (1) ministerial or de minimis amendments to the form of articles of conversion (other than Article Third thereof), certificate of limited partnership and certificate of conversion or (2) any other amendments or alterations to the form of articles of conversion, certificate of limited partnership and certificate of conversion to the extent required by a governmental entity in connection with giving effect to the Partnership Conversion in accordance with applicable law, subject to certain limitations as stated in the Merger Agreement. We will keep Parent informed on a reasonably current basis and in good faith regarding our efforts and progress with respect to the Partnership Conversion, including by promptly delivering to Parent copies of all fully executed and filed Partnership conversion documents and evidences of filing and acceptance received from the California Secretary of State and the SDAT.

Certain Other Covenants

The Merger Agreement contains certain other covenants of the parties to the Merger Agreement relating to, among other things:

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Conditions to the Mergers

The obligations of the parties to consummate the Mergers are subject to the satisfaction or waiver of the following mutual conditions:

The obligations of Parent, Merger Sub I and Merger Sub II to effect the Mergers are further subject to the satisfaction or waiver of the following conditions:

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Our and the Partnership’s obligations to effect the Mergers are further subject to the satisfaction or waiver of the following conditions:

Termination of the Merger Agreement

We and Parent may mutually agree to terminate and abandon the Merger Agreement at any time prior to the closing date, even after we have obtained the requisite vote of our common stockholders to approve the Company Merger and the other transactions contemplated by the Merger Agreement.

Termination by either the Company or Parent

In addition, we, on the one hand, or Parent, on the other hand, may terminate and abandon the Merger Agreement by written notice to the other at any time prior to the closing date, even after we have obtained the requisite vote of our common stockholders to approve the Company Merger and the other transactions contemplated by the Merger Agreement, if:

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Termination by the Company

We may also terminate and abandon the Merger Agreement by written notice to Parent at any time prior to the closing date, even after we have obtained the requisite vote of our common stockholders to approve the Company Merger and the other transactions contemplated by the Merger Agreement, if:

Termination by Parent

Parent may also terminate and abandon the Merger Agreement by written notice to us at any time prior to the closing date, even after we have obtained the requisite vote of our common stockholders to approve the Company Merger and the other transactions contemplated by the Merger Agreement, if:

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Termination Fees

Termination Fee Payable by the Company

We have agreed to pay to Parent the Company termination fee of $220 million as directed by Parent if:

However, the Company termination fee will equal $110 million if the Merger Agreement is terminated by us pursuant to the provisions described in the first bullet point under “—Termination of the Merger Agreement —

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Termination by the Company” prior to the cut-off time in order to enter into a definitive agreement with an excluded party providing for the implementation of a Superior Proposal.

Termination Fee Payable by Parent

Parent has agreed to pay to us the Parent termination fee of $735 million if we terminate the Merger Agreement pursuant to the provisions described in the second bullet point or third bullet point under “—Termination of the Merger Agreement — Termination by the Company” or in the event that Parent terminates the Merger Agreement pursuant to the second bullet under “—Termination of the Merger Agreement — Termination by either the Company or Parent” and we were then entitled to terminate the Merger Agreement pursuant to the second or third bullet point under “—Termination of the Merger Agreement — Termination by the Company.”

Guaranty and Remedies

In connection with the Merger Agreement, the Sponsor entered into a guaranty in our favor to guarantee Parent’s payment obligations with respect to the Parent termination fee and certain expense reimbursement and indemnification obligations of Parent under the Merger Agreement, subject to the terms and limitations set forth in the guaranty.

The maximum aggregate liability of the Sponsor under the guaranty will not exceed $735 million plus all reasonable and documented third-party costs and out-of-pocket expenses (including reasonable fees of counsel) actually incurred by us relating to any litigation or other proceeding brought by us to enforce our rights under the guaranty, if we prevail in such litigation or proceeding.

We and the Partnership cannot seek specific performance to require Parent, Merger Sub I or Merger Sub II to complete the Mergers and, subject to limited exceptions, including with respect to enforcing confidentiality provisions and certain expense reimbursement and indemnification obligations of Parent, our sole and exclusive remedy against Parent, Merger Sub I or Merger Sub II relating to any breach of the Merger Agreement or otherwise will be the right to receive the Parent termination fee under the conditions described under “—Termination Fees — Termination Fee Payable by Parent.” Parent, Merger Sub I and Merger Sub II may, however, seek specific performance to require us and the Partnership to complete the Mergers.

Amendment and Waiver

The Merger Agreement may be amended by action taken by the parties at any time before or after our common stockholders have approved the Company Merger and the other transactions contemplated by the Merger Agreement but, after such approval, no amendment may be made which requires the approval of any such common stockholders under applicable law without obtaining such further approvals. The Merger Agreement also provides that, at any time prior to the closing date, each party may extend the time for the performance of any of the obligations or other acts of the other parties, waive any breaches or inaccuracies in the representations and warranties of the other parties, or waive compliance by the other parties with any of the agreements or conditions contained in the Merger Agreement.

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THE SUPPORT AGREEMENT

The following summarizes the material provisions of the Support Agreement. This summary does not purport to be complete and may not contain all of the information about the Support Agreement that is important to you. The summary of the material terms of the Support Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Support Agreement, a copy of which is attached to this proxy statement as Exhibit B and which we incorporate by reference into this proxy statement. We recommend that you read the Support Agreement attached to this proxy statement as Exhibit B carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the Support Agreement and not by this summary or any other information contained in this proxy statement.

Concurrently with the execution of the Merger Agreement, Parent and the Company entered into a Support Agreement with Public Storage, who as of the record date owned [    ] shares of the Company’s Common Stock, or approximately [    ]% of the outstanding shares of the Company’s Common Stock, as well as [    ] common units of partnership interest of the Partnership. As of the record date, Public Storage was the only limited partner of the Partnership other than the Company.

Pursuant to the Support Agreement, Public Storage has agreed, among other things, that at any meeting of the stockholders of the Company or partners of the Partnership, and in connection with any written consent of the stockholders of the Company or partners of the Partnership, it will (a) appear at such meeting or otherwise cause any Covered Securities to be counted as present thereat for the purpose of establishing a quorum, (b) vote or cause to be voted all of the Covered Securities in favor of adopting the Merger Agreement and approving the Mergers and the transactions contemplated thereby and (c) vote or cause to be voted all of the Covered Securities against any alternative acquisition proposal or any other action that could reasonably be expected to impede, interfere with, materially delay, materially postpone or adversely affect the Mergers or other transactions contemplated by the Merger Agreement or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company or the Partnership under the Merger Agreement or of Public Storage under the Support Agreement. Public Storage also agreed not to transfer any Covered Securities during the term of the Support Agreement. The Support Agreement does not require Public Storage to redeem any common units of partnership interest of the Partnership beneficially owned by Public Storage for shares of Common Stock.

The Support Agreement also contains certain commitments by Public Storage and the Surviving Company, effective upon the closing of the Mergers, relating to the preservation of certain intercompany arrangements between the Surviving Company and Public Storage and access to certain books and records relating to the Company and its subsidiaries that are in the possession or under the control of Public Storage, as well as other certain commitments by Parent, the Company, the Surviving Company and Public Storage with respect to certain tax matters.

Except with respect to certain provisions which shall survive termination, the Support Agreement will automatically terminate upon the earliest of (i) the Partnership Merger Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms or (iii) if there occurs any amendment or modification to the Merger Agreement that reduces the amount or changes the form of consideration payable in any of the Mergers or otherwise amends or modifies the Merger Agreement in a manner adverse (directly or indirectly) to Public Storage without Public Storage’s prior written consent.

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