A program planned by Farrell Fritz will cover trusts and estates, labor and employment, estate litigation and healthcare topics.

The seminar will be Nov. 4, 8 a.m. to 12:15 p.m., at the Long Island Marriott, 101 James Doolittle Blvd., Uniondale, NY 11553

Accountants will receive 4.0 CPE credits (1.0 Taxation; 2.0 Specialized Knowledge & Applications Related to Specialized Industries; 1.0 Advisory Services).

Speakers and topics:

Eric M. Kramer, CPA, Esq., Trusts & Estates Partner | Estate Planning for the Closely-Held Business

Learning Objectives:
– Discuss tax efficient methods of transferring a closely-held business
– Review the non-tax issues encountered among family members

Domenique Camacho Moran, Esq., Labor & Employment Partner | Wage & Hour Issues that Plague Employers

Learning Objectives:
– Summarize Department of Labor’s 2015 Proposed Rules
– Proper classifications of Interns
– Managing Wage & Hour Audits
– Review Recordkeeping Requirements

Eric W. Penzer, Esq., Estate Litigation Partner | Tips to Avoid Estate Litigation

Learning Objectives:
– Recognizing the signs of a will contest
– The effective use of “no contest” clauses
– Special considerations for testators with diminished capacity
– Choosing the right fiduciaries
– Post-death disputes over lifetime gifts
– Joint accounts, convenience accounts & Totten trusts
– Disputes over the “family business”

Jeffrey P. Rust, Esq., Farrell Fritz Healthcare Partner | The Medical Professional: Issues Regarding Ownership, Transition & Regulatory Compliance

Learning Objectives:
– Professional entities under New York Law
– Closure or sale of a medical practice
– Multiple owner professional practices
– The physician landlord and regulatory compliance

RSVP to Carmela Lamberta (clamberta@farrellfritz.com) by 10/21/15 with your complete contact information.

Registered NYS CPE Sponsor ID # 001975

Register for the seminar.

Defining and incentivizing high-quality performance is often key to the structure of complex service or technology-oriented agreements, writes Steve Gold, a McGuireWoods LLP partner in a legal alert from the firm.

“In this class of agreements, merely having a performance warranty that answers a yes or no question – in breach or not in breach − just doesn’t do the job. To augment those performance warranties, a common approach is to use a ‘service level agreement’ (SLA). The SLA is a familiar and essential feature in information technology-oriented agreements, such as outsourcing, cloud computing, software-as-a-service and the like,” the alert says.

Gold writes that SLAs, when properly structured and negotiated, can be an effective tool for more nuanced vendor management than a performance warranty alone could afford.

His article catalogs some of the best practices for structuring a service level agreement and discusses elements enterprise corporate counsel can put to use in the IT and service contracts that come across their desk.

Read the article.

National law firm Wilson Elser announces that Joseph J. Ceccarelli has joined the firm’s New York City office as a partner. Ceccarelli was a founding and managing partner of Ceccarelli Weprin PLLC, specializing in business and commercial real estate litigation and transactional work. He also served as treasurer for now State Assemblyman David I. Weprin during four consecutive successful election campaigns for Finance Committee Chair of the New York City Council from 2002 through 2009.

“Joe is a welcome addition to our New York City office and our national commercial services team,” said Partner Thomas Manisero, chair of the firm’s Commercial Services practice. “His experience handling complex commercial transactional and litigation matters will benefit our clients across all industries. His particular specialty in commercial real estate enables us to bolster our capabilities in one of the city’s thriving business sectors.”

In a release, the firm said:

With a career spanning more than 25 years, Ceccarelli has developed a practice focused on commercial and real estate litigation in federal and state courts. His strengths and roots lie in New York City, representing high-stakes business interests on Wall Street and owners, developers and managers in the city’s real estate market.

Among the many services Ceccarelli provides his clients are leasing in office and retail space asset classes; drafting and negotiating service and construction contracts and other building-related agreements; and strategic counsel related to government and regulatory investigations, national and cross-border portfolio acquisitions, and distressed real estate and related asset management.

He has also gained a reputation as a trusted and valued advisor in supporting the cross-practice corporate and litigation needs of growing enterprise software, music and film production, recording artist and digital advertising businesses.

Among Ceccarelli’s civic contributions is his successful pro bono prosecution of the New York test case regarding grandparents’ rights to raise grandchildren in the event of abandonment by or death of the parents. He also served as president and board member of New York City’s Future Condominium from 1995 through 2003, a prominent example of late modernist architecture for international high-rise buildings.

Ceccarelli earned his J.D. degree from Fordham University School of Law and graduated magna cum laude from Fordham University with his B.A. degree in economics.

About Wilson Elser

Wilson Elser, a full-service and leading defense litigation law firm (www.wilsonelser.com), serves its clients with nearly 800 attorneys in 27 offices in the United States and one in London and through a network of affiliates in key regions globally. Founded in 1978, it ranks among the top 200 law firms identified by The American Lawyer and is included in the top 50 of The National Law Journal’s survey of the nation’s largest law firms.

After a trial court and intermediate appellate court had ruled that an arbitration clause in a consumer contract was unconscionable, the California Supreme Court reversed in a recent ruling, finding the clause was enforceable in Sanchez v. Valencia Holding Co., LLC, reports Liz Kramer in Stinson Leonard Street’s Arbitration Nation.

She wrote: “[T]he court found that because the buyer could not negotiate the provisions of the sales contract, he had established ‘some degree of procedural unconscionability.’ (The buyer did not have to prove he tried to negotiate the arbitration clause.)  The court could then address the buyer’s claims of substantive unconscionability.”

“This decision puts California squarely in the mainstream on the unconscionability of arbitration agreements,” she continued. “It also offers very useful guidance for California courts (or those applying California contract law) facing future arguments about the unconscionability of arbitration clauses.”

Read the article.

Stradley Ronon announced that commercial litigation and insurance attorney Mark D. Villanueva has joined the firm as a partner in its Philadelphia office. He was most recently a partner with McCarter & English.

Villanueva represents clients in commercial litigation matters, having amassed extensive litigation experience at the trial and appellate levels in state and federal courts and in arbitration proceedings. He also counsels clients in the negotiation and drafting of commercial contracts and sponsorship agreements. Villanueva has worked with companies in numerous industries, including insurance, energy, oil and gas, financial services, pharmaceutical and health care.

Villanueva brings with him to Stradley Ronon significant litigation, transactional and intellectual property matters, the firm said in a release.

“Mark is widely regarded as one of the region’s top young attorneys, and we are thrilled to have him join Stradley Ronon,” said firm Chairman William R. Sasso. “His commercial litigation and insurance experience complements our existing practice areas and further advances our mission of providing clients with skilled attorneys committed to providing value-driven results.”

“Joining Stradley Ronon gives me a large, sophisticated and highly visible platform from which to serve my clients,” said Villanueva. “While I was familiar with the firm’s deep roster of legal talent in areas such as litigation, insurance, intellectual property and corporate law, I was just as impressed with its commitment to responsive, efficient, comprehensive client service, which is particularly attractive to my contacts.”

Stradley Ronon’s nationally recognized insurance practice group counsels leading insurers, reinsurers and producers, and, when necessary, litigates on their behalf. The firm helps insurers resolve disputes regarding the full spectrum of commercial and individual coverage lines, including transactional and regulatory matters and complex claims and litigation. In addition, Stradley Ronon’s complex commercial litigation practice represents public and private companies in a wide range of industries on litigation issues including securities fraud allegations, director and office liability, merger and acquisition disputes, shareholder disputes, intellectual property claims, business torts, contract claims and lender liability matters. The firm’s litigation practice group was recognized by The Legal Intelligencer as one of the top litigation departments in Pennsylvania.

“Mark’s unique combination of business savvy and courtroom experience strengthens the capabilities of our growing corporate and litigation teams,” said Stradley Ronon Insurance Practice Group Chair Steven B. Davis “His passion for the law and commitment to client service will instantly resonate with our client base.”

Prior to joining McCarter & English, Villanueva clerked for the Honorable Paul S. Diamond of the U.S. District Court for the Eastern District of Pennsylvania. He began his legal career as an associate at Drinker Biddle. Villanueva was honored as one of The Legal Intelligencer’s “Lawyers on the Fast Track.”

He received his J.D. magna cum laude from The Catholic University Columbus School of Law, where he was notes and comments editor of The Catholic University Law Review, and his B.A. from Bucknell University.

About Stradley Ronon Stevens & Young

Counseling clients since 1926, Stradley Ronon has helped private and public companies – from small businesses to Fortune 500 corporations – achieve their goals by providing pragmatic, value-driven legal counsel, the release said. The firm has seven offices throughout the mid-Atlantic region.

Legal issues that most often come to mind when a company is closing a facility are terminating a lease or selling the asset(s), but those are just the tip of the iceberg, says Foley & Lardner in a Lexology.com article written by Nicholas Williams, an associate and litigator. He writes that potential problems may arise out of contracts seemingly outside the facility closure’s scope.

“Regardless of the reason, myriad legal considerations accompany a decision to close a facility. For example, we previously addressed the HR considerations. But, in many cases, issues can arise from provisions in unseen depths of contracts,” he writes.

The article offers five tips designed to help manufacturers avoid unwanted contractual surprises in the facility-closing process.

Read the article.

Although, typically, a commercial general liability insurance policy doesn’t cover breaches of contract, there are exceptions to that rule, and according to one recent decision those exceptions include breach of warranty claims, according to an article published by Spencer Fane Britt & Browne.

In Continental Cas. Co. v. Greater Omaha Packing Co., Inc., a wholesaler sued its supplier, asserting claims for breach of contract, breach of express warranty (premised on the product guarantee), and breach of the implied warranties of merchantability and fitness for particular purpose.

The court found that the contractual liability exclusion didn’t apply and, even if it did, the exception to the exclusion applied.

Read the article.

Nord Anglia Education, Inc., the world’s leading operator of premium schools, has announced in a press release dated June 25, 2015, that it completed its acquisition of six schools from Meritas, LLC and certain affiliates for net cash consideration of US$534 million plus US$25 million of deferred consideration, as detailed in the company-issued press release below. The schools are located in North America, Europe and China.

Latham & Watkins advised Nord Anglia Education in the acquisition and its concurrent equity offering, CHF denominated notes offering and amendment and restatement of its senior secured credit facilities, which the company used to finance the acquisition.

Bryant Edwards, Chair of Latham & Watkins’ Asia practice, said, “We are delighted to continue our long-standing relationship with Nord Anglia Education in this landmark series of transactions.”

“The simultaneous execution of a major acquisition, equity offering, high yield notes offering and bank financing, all involving complex cross-border issues, demonstrates Latham & Watkins’ unique global platform and broad expertise across our practice groups,” added Edwards.

Latham & Watkins advised Nord Anglia Education in these transactions with a M&A team led by Chicago partner Brad Faris and associate Jonathan Solomon with associates Alan Bakhos and Laura Janowitsch; a capital markets team led by New York partner Marc Jaffe, Hong Kong partner Eugene Lee and associate Dominik Sklenar; and a finance team led by New York partner David Teh, with associates Nicole Fanjuland Colin O’Regan in New York and Shahid Jamil and Tanim Rahman in London.

Lawyers from Latham & Watkins’ London, Hong Kong, Singapore, Dubai and Madrid offices advised on local law matters related to the notes offering and credit facilities amendment.

A group of airline customers has filed a federal class-action lawsuit in Dallas accusing four major U.S. airlines of violating antitrust laws by conspiring to artificially inflate airfares in order to reap huge profits.

The lawsuit filed July 8 says Texas-based Southwest Airlines (NYSE:LUV) and American Airlines (NASDAQ:AAL), Atlanta’s Delta Airlines (NYSE:DAL) and Chicago’s United Airlines (NYSE:UAL) conspired to restrict capacity by limiting routes and the number of available seats in order to charge artificially high prices.

“The defendants are so intent on raising profits that they appear to have colluded to gouge customers’ pocketbooks and keep airfares sky high,” says Dallas attorney Warren T. Burns of Burns Charest LLP, who represents the plaintiffs. “Agreeing to restrict capacity to keep your profits high marks the very definition of an antitrust violation.”

In a release, Burns Charest describes a series of economic conditions that should have resulted in more available airline seats and lower ticket prices, including increasing public demand for airline seats and the fact that airlines paid at least $1.50 per gallon less for jet fuel in 2014 compared to 2013. Instead, the supply of seats has remained virtually flat and airline fares skyrocketed at an inflation-adjusted rate of 13 percent from 2009 to 2014, the lawsuit says.

The filing follows last week’s announcement from the U.S. Department of Justice that it is investigating the airlines’ tactics. Similar lawsuits on behalf of airline customers have been filed in New York, Chicago, San Francisco, and Washington, D.C. Burns and Burns Charest have moved to transfer and consolidate all the civil cases in the U.S. District Court for the Northern District of Texas, where today’s lawsuit was filed, according to the firm’s release.

The case is Cumming, et al. v. American Airlines, Inc., et al., No. 3:15-cv-02253.

Burns Charest is a Dallas and New Orleans-based trial law firm with a national practice representing consumers and businesses. The firm represents clients in large, complex class actions; antitrust claims; oil and gas royalty disputes; environmental pollution cases; and asbestos exposure claims.

Chinese companies are increasingly seeking out and paying for intellectual property via licensing agreements with American companies, writes Dan Harris in the Above the Law blog. He lists eight tips to assist American companies looking to secure royalty payments by licensing their IP to Chinese companies.

The list starts with “Protect your IP by registering it,” “Protect your reputation,” and “Be clear about payment.”

It continues with more suggestions, ending with “Choose the right jurisdiction and law for disputes” and “Register the license agreement.”

Each tip comes with a discussion.

Read the article.

Payoneer will present a complimentary webinar on the key components that a business needs to make up a risk and compliance program.

The webinar, titled “Risky Business? The Top 4 Risks that Online Marketplaces Must Consider and How to Address Them,” will be Wednesday, July 15, beginning at 1 p.m. Eastern time.

“This webinar is a must-watch for finance, legal, risk and compliance professionals from all types of online marketplaces, regardless of the products or services you sell.” Payoneer says on its website.

The event will cover:

• The key elements of strategic, reputational, fraud and compliance risk and why they are important to every online marketplace
• The legal requirements that apply to online marketplaces of all sizes, whether you’re starting out or already leading your category
• How do you build a risk management program that keeps your marketplace safe and allows you to focus on growing globally
• Your essential checklist when making sure your payment provider has a risk and compliance program

Two of the industry’s leading experts with experience in building risk and compliance programs for marketplaces in the freelance, ecommerce, travel and other verticals will be available for a live Q&A session.

Register for the webinar.

The Houston trial law firm Ahmad, Zavitsanos, Anaipakos, Alavi & Mensing P.C., or AZA, again has earned recognition among the nation’s top commercial litigation firms in the 2015 edition of Chambers USA: America’s Leading Lawyers for Business.

In its Chambers USA profile, AZA is described by one client as a “very results-driven law firm, and the results they’ve given us are outstanding.” AZA attorneys also were called “highly skilled trial lawyers and litigators who are prepared to go to trial.”

In addition to the firm’s Chambers USA ranking, AZA partners Demetrios Anaipakos, John Zavitsanos andTodd Mensing received individual honors among the leading commercial litigators in the country. All three are nationally recognized trial lawyers who handle bet-the-company litigation.

Read the whole story.

The Illinois Appellate Court tackled one of the most misunderstood issues in the commercial general liability policy: Does an obligation to indemnify trigger insurance coverage? The National Law Review reported on the ruling, writing that, although the facts in Bituminous Casualty Corporation v. Plano Molding Company are not typical for most general liability disputes, the analysis and reasoning of the court are helpful in understanding this pesky part of the policy.

“At issue was a clause in a bill of lading issued by Plano, a manufacturer of storage boxes, in which it agreed to indemnify K-Line, a railroad carrier who was shipping the merchandise, ‘for any injury, loss or damage caused by breach of warranty’ that the cargo being shipped was ‘safe and proper and suitable for handling and carriage,” the report explains.

The court found that “because defendant (the Insured) is liable only for its own breach of warranty, it has not assumed liability for K-Line’s negligence.”

Read the report.

Matthew L. Simmons has joined Coats Rose as an associate in the firm’s Commercial Litigation practice group in the Houston office.

Simmons’ practice focuses on complex commercial and construction litigation. He counsels clients on the broad range of issues related to commercial litigation, trade secrets and employment disputes. His practice includes significant representations in Federal and State Court.

Prior to joining Coats Rose, Simmons was an associate at an AmLaw 10 firm. He received the CALI Award for Legal Practice 1, and the Jurisprudence Award for contracts, NAFTA, and Public International Law while at the Texas Tech University School of Law.

Coats Rose is a business transaction and litigation law firm based in Houston, Texas. For more than 25 years, Coats Rose attorneys have worked with clients in construction/surety law, real estate law, commercial litigation of all types, municipal law, public finance, affordable housing, insurance law, labor and employment law, and governmental relations. Coats Rose is comprised of more than 90 attorneys, with offices in Houston, Austin, Dallas, San Antonio, and New Orleans.

3M has announced that it has entered into a definitive agreement to acquire Capital Safety from KKR for a total enterprise value of $2.5 billion, including the assumption of approximately $0.7 billion of debt, net of cash acquired.

Capital Safety is a leading global provider of fall protection equipment, one of the fastest-growing safety categories within the global personal protective equipment industry.

The personal protective equipment industry is a strategic priority for 3M, the company said in a release. Demand for personal protective equipment is rapidly growing, driven by increasing regulatory focus on worker safety across both developed and developing countries.

Capital Safety’s industry-leading products and solutions include harnesses, lanyards, self-retracting lifelines and engineered systems sold under well-known global brands DBI-SALA and PROTECTA. The company has demonstrated strong and consistent growth with sales increasing at a compound annual growth rate of 10 percent over the past four years. The company’s sales, adjusted to include recent acquisitions on a full-year basis, were approximately $430 million for its fiscal year ended March 31, 2015.

Latham & Watkins represents KKR in its sale of Capital Safety to 3M with a corporate deal team led from the firm’s New York office by partner Jennifer Perkins, with New York associate Samuel Powers and Chicago associate Jonathan Solomon; on tax matters by New York partner David Raab, with associate Matthew Dewitz; on benefits matters by Washington D.C. partner Adam Kestenbaum, with Washington D.C. associate Marysia Mullen and New York associate Lori Goodman; on antitrust matters by Washington D.C. partner Marc Williamson, Brussels partner Hector Armengod, with Washington D.C. associate Mitchell London; on intellectual property matters by New York partner Jeffrey Tochner; on environmental matters by Washington D.C. partner James Barrett; and on UK legal matters by London associates Farah O’Brien and Daniel Treloar.

Thousands of slip, trip, missteps and fall accidents and train collisions occur each year at railroad stations, terminals, and
grade crossings resulting in serious injuries causing a significant drain of financial resources.

A paper recently presented at the 2015 Joint Rail Conference provides guidance in identifying common safety hazards and easy ways to reduce or eliminate these dangers. Authors of the paper are Carl Berkowitz, Ph.D., PE and Louis D. Rubenstein, a retired traffic engineer.

The paper covers a variety of safety issues, which are commonly present in a railroad environment. It also provides estimates regarding the cost of railroad related pedestrian accidents. More than 95 percent of injuries on rail system injuries are minor. The top one percent of injury claims can account for 20 percent of the total claims’ cost.

Download the white paper.

Bell Nunnally & Martin LLP has added Adam A. Litwin and Van S. Wiltz as associates. Both join the firm’s growing corporate practice.

“Both Adam and Van come to the firm with impressive backgrounds. Their diverse professional experiences enhance our knowledge base,” said James Skochdopole, managing partner of Bell Nunnally. “As our client needs evolve and expand, we continue to look for dynamic, skilled practitioners to add to our team.”

Litwin joins the firm’s Corporate and Securities; Entertainment, Advertising and New Media; and Mergers and Acquisitions practice areas. He has extensive experience providing counsel on a wide variety of business transactions and corporate governance issues. He works closely with clients of all sizes, from individuals and small start-ups to multinational public corporations on issues including drafting and negotiating agreements and forming, structuring and advising start-up businesses in industries including entertainment, retail and technology.

Prior to joining Bell Nunnally, Litwin worked in the corporate finance section for Haynes and Boone, LLP before becoming a founding and managing member of the Litwin Law Group, PLLC. Before practicing law, he was a financial advisor at Morgan Stanley.

In addition to his legal practice, Litwin is an actor, producer and screenwriter. He is a member of the Entertainment and Sports Law Section of the State Bar of Texas and is the legal chair of the Texas Association of Motion Media Professionals. Litwin is a graduate of Florida State University College of Law (J.D., 2007) and the University of Rochester (B.A., 2001).

Wiltz is a member of the firm’s Corporate and Securities and Mergers and Acquisitions practice areas. He has extensive experience in corporate governance and capital market, private equity and venture capital transactions. He also structures mergers, acquisitions and dispositions of securities and assets and is proficient in the Hart-Scott-Rodino Antitrust Improvements Act pre-acquisition compliance. He serves as counsel to public and start-up companies in various industries, including oil field services, oil and gas exploration and production, insurance and financial services.

Prior to joining Bell Nunnally, Wiltz worked in the Corporate and Securities practice group for Thompson & Knight LLP. He is a member of several professional organizations and is a frequent author and speaker on the topics of equity-crowdfunding and compliance with SEC rules and regulations.

Wiltz is a graduate of Loyola University New Orleans College of Law (J.D., 2012) and the University of North Texas (B.A., 2008).

About Bell Nunnally & Martin LLP
With more than 50 attorneys and three decades of doing business, Bell Nunnally & Martin LLP is among the most respected business law firms in Texas, one of the 25 largest in North Texas and one of the state’s fastest-growing firms. The depth of the firm’s knowledge and breadth of its expertise sets Bell Nunnally apart. The firm provides a full range of services, including litigation, appellate law, commercial finance, corporate and securities, creditors’ rights, bankruptcy, health law, intellectual property, labor and employment, immigration, real estate, entertainment, mergers and acquisitions, estate planning, tax and white collar criminal defense. Bell Nunnally is regularly singled out as a “Go-To” firm by America’s largest companies each year in Corporate Counsel magazine. For more information, please visit www.bellnunnally.com.

The Houston trial law firm Ahmad, Zavitsanos, Anaipakos, Alavi & Mensing P.C., or AZA, again has earned recognition among the nation’s top commercial litigation firms in the 2015 edition of Chambers USA: America’s Leading Lawyers for Business.

In its Chambers USA profile, AZA is described by one client as a “very results-driven law firm, and the results they’ve given us are outstanding.” AZA attorneys also were called, “Highly skilled trial lawyers and litigators who are prepared to go to trial.”

In addition to the firm’s Chambers USA ranking, AZA partners Demetrios Anaipakos, John Zavitsanos andTodd Mensing received individual honors among the leading commercial litigators in the country. All three are nationally recognized trial lawyers who handle bet-the-company litigation.

Read the firm’s release.

Extra Space Storage Inc., a leading owner and operator of self-storage properties, has entered into a definitive agreement to acquire SmartStop Self Storage, Inc., a public non-traded real estate investment trust (REIT), as detailed in the company press release below. SmartStop stockholders will receive $13.75 per share in cash which represents a total purchase price of $1.4 billion. Extra Space management expects the acquisition to close in the latter half of 2015.

Extra Space has also announced the pricing of an underwritten public offering of 5,500,000 shares of its common stock at a price to the public of $68.15 per share, as detailed in the below company press release.  The gross proceeds from this offering are expected to be approximately $374.8 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by Extra Space. The offering is expected to close on or about June 22, 2015.

Latham & Watkins LLP advised Extra Space in the acquisition and offering with a corporate team led from the firm’s San Diego office by partner Craig Garner and associates Anthony Gostanian, Kevin Reyes and Jeffrey Woodley. Advice was also provided on tax matters by partners Michael Brody and Ana O’Brien, with associate Eric Cho in Los Angeles; on employee benefits matters by counsel Holly Bauer in San Diego; on real estate matters by partner David Meckler in Orange County; and on environmental matters by partner Christopher Norton in Orange County. For more information on the Extra Space acquisition and offering, please contact Craig Garner at +1.858.523.5407.

Extra Space Storage also announced the pricing of an underwritten public offering of 5,500,000 shares of its common stock at a price to the public of $68.15 per share.  The gross proceeds from this offering are expected to be approximately $374.8 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by Extra Space.  Wells Fargo Securities, BofA Merrill Lynch and Citigroup are acting as the joint book-running managers for the offering.  Extra Space has granted the underwriters a 30-day option to purchase up to an additional 825,000 shares.  The offering is expected to close on or about June 22, 2015.

Extra Space intends to use the net proceeds of this offering to partially fund its recently announced acquisition of SmartStop Self Storage, Inc. (“SmartStop”). Upon completion of the acquisition, Extra Space will own 121 SmartStop stores and will assume the property management of 43 third-party managed stores. The aggregate purchase price of the acquisition is $1.4 billion, consisting of $1.29 billion to be paid by Extra Space and $120 million to come from the sale of certain assets by SmartStop at or prior to the closing.

The pending acquisition is subject to the approval of SmartStop’s stockholders and the satisfaction of other customary closing conditions. Extra Space expects to close the acquisition in the latter half of 2015; however, there can be no assurances that these conditions will be satisfied or that the acquisition will close on the terms described, or at all.
The shares will be issued pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission.  This release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted. The offering will be made only by means of a prospectus supplement and accompanying prospectus, copies of which, when available, may be obtained from Wells Fargo Securities, LLC,  375 Park Avenue, New York, NY 10152, Attn: Equity Syndicate Department, or by telephone at 800-326-5897 or email at cmclientsupport@wellsfargo.com, or from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or via email at dg.prospectus_requests@baml.com, or from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, or by telephone at 800-831-9146.  A prospectus supplement related to the offering will also be available free of charge on the SEC’s website at http://www.sec.gov.

About Extra Space Storage Inc.:

Extra Space Storage Inc., headquartered in Salt Lake City, is a fully integrated, self-administered and self-managed real estate investment trust. As of March 31, 2015, Extra Space owned and/or operated 1,106 self-storage properties in 35 states, Washington, D.C. and Puerto Rico. Extra Space’s properties comprise approximately 740,000 units and approximately 81.8 million square feet of rentable space. Extra Space offers customers a wide selection of conveniently located and secure storage units across the country, including boat storage, RV storage and business storage. Extra Space is the second largest owner and/or operator of self-storage properties in the United States.

LifeStorage, L.P., an owner, acquirer and operator of premier self-storage facilities, announced that it has secured a new $300 million acquisition facility & term loan from a consortium led by Citigroup Global Markets Inc. and BMO Capital Markets Corp. together as joint lead arranger, with participation from Raymond James Bank, as detailed in the company press release below.

Latham & Watkins LLP advised LifeStorage, L.P. and its affiliates, in this financing transaction with a finance team led by partners Glen Collyer, Nathaniel Marrs and David Meckler, with associates Nathan Logan and Alexandra Koenig. Collyer is based in the firm’s Los Angeles office, Marrs, Logan and Koenig in Chicago, and Meckler in Orange County, CA.

LifeStorage will use the $300MM financing to support its growth strategy of acquiring premier properties in the top 50 markets across the U.S. Additional terms were not disclosed.

“This new financing builds on our excellent momentum and provides us with additional flexibility to continue adding best-in-class, institutional quality properties to our portfolio opportunistically,” said Mark Good, Chief Executive Officer of LifeStorage. “We are committed to building a brand that resonates with consumers by offering the very storage experience and top notch customer service expected in a premier facility.”;

LifeStorage has a rigorous selection criteria for acquiring facilities, including location and convenience for customers, property amenities, high standards for security, and a retail-like environment that is clean and brightly lit, ensuring an excellent customer experience. The company also reviews each property in terms of how it will add value to its overall portfolio of real estate assets as well as advance its strict brand standards.

“Citi is proud to support the LifeStorage team as it executes its strategy to become the leading brand in the self-storage industry,” said Matthew Greenberger, Managing Director, Real Estate and Lodging Corporate and Investment Banking at Citi. “Through our partnership, we are excited to help LifeStorage continue its strong growth plan and its efforts to provide an industry-leading customer experience.”;

LifeStorage clusters its properties in strategic locations, enabling the company to offer convenient and diverse storage options for its customers. In October 2014, TPG Real Estate (“TPG”), the real estate platform of TPG, a leading global private investment firm invested $120MM in LifeStorage.

About LifeStorage

LifeStorage is an owner, acquirer and operator of premier self-storage facilities, committed to be the best self-storage option for customers, the best employer and neighbor in the communities it serves, while laser focused on creating value for investors. LifeStorage offers best-in-class storage solutions with high-quality customer service, engaged and knowledgeable employees, convenient locations, operating with impeccable housekeeping standards, as well as a full suite of customer focused amenities including climate-controlled units, drive-in access, and value-added services such as fully furnished office spaces and meeting rooms.

Founded in 2011, LifeStorage is headquartered in Roseville, CA. The company currently owns, has under purchase agreement and operates 89 properties in 9 states across the U.S. as of December 31, 2014. For more information, please visitwww.LifeStorage.com.