Summary
This 8-K filing from Public Storage (PSA) on January 9, 2012, primarily details the company's entry into a material definitive agreement for the sale of new preferred shares. Specifically, Public Storage entered into an Underwriting Agreement for the sale of 16,000,000 depositary shares, each representing 1/1,000 of a 5.90% Cumulative Preferred Share, Series S. The company also granted the underwriters an option to purchase an additional 2,400,000 depositary shares to cover potential over-allotments, indicating a significant capital raise activity. The filing also touches upon material modifications to the rights of securityholders. Upon the issuance of these new Series S Preferred Shares, Public Storage's ability to make distributions on, redeem, purchase, or make liquidation payments on other junior or parity shares will be subject to certain restrictions if distributions on the Preferred Shares are not declared. This implies a prioritization of payments for the new preferred shareholders in certain scenarios, which is a key detail for existing and potential investors in other PSA securities.
Key Highlights
- 1Public Storage entered into an Underwriting Agreement on January 5, 2012, for the sale of 16,000,000 depositary shares representing 5.90% Cumulative Preferred Shares, Series S.
- 2The company granted underwriters an option to purchase up to 2,400,000 additional depositary shares for over-allotment coverage.
- 3The issuance of these preferred shares introduces restrictions on distributions, redemptions, and other actions related to junior or parity securities if preferred share distributions are not met.
- 4The Board of Trustees is authorized to issue up to 100,000,000 preferred shares, and 18,400 have been designated as Series S.
- 5The filing includes exhibits such as the Underwriting Agreement, Articles Supplementary for the Preferred Shares, and a Master Deposit Agreement.