8-KMaterial AgreementsShareholder MattersCorporate Changes+1

Public Storage 8-K Report, Material Agreement (Jun 7, 2012)

Filed June 7, 2012For Securities:PSAPSA-PRPSA-PFPSA-PGPSA-PHPSA-PIPSA-PJPSA-PMPSA-PNPSA-POPSA-PPPSA-PQPSA-PSPSA-PKPSA-PL

Summary

Public Storage (PSA) filed an 8-K on June 6, 2012, to report a material definitive agreement related to the sale of new preferred shares. Specifically, the company entered into an Underwriting Agreement to sell 10,000,000 depositary shares, each representing 1/1,000 of a 5.625% Cumulative Preferred Share of beneficial interest, Series U. This issuance provides additional capital for the company, enhancing its financial flexibility. The filing also details the terms of these preferred shares, including potential restrictions on distributions to junior or parity securities if preferred share distributions are not made. The company has also filed Articles Supplementary to designate these preferred shares, authorized under its Declaration of Trust. The Underwriting Agreement includes an option for underwriters to purchase an additional 1,500,000 depositary shares to cover over-allotments, indicating strong demand expectations. This strategic move to issue preferred equity aims to strengthen Public Storage's balance sheet and support its ongoing operations and growth initiatives.

Key Highlights

  • 1Public Storage entered into an Underwriting Agreement to sell 10,000,000 depositary shares representing 5.625% Cumulative Preferred Shares, Series U.
  • 2The preferred shares carry a fixed dividend of 5.625% per annum.
  • 3An over-allotment option for an additional 1,500,000 depositary shares was granted to the underwriters.
  • 4The filing includes the Articles Supplementary designating the new preferred shares as Series U.
  • 5Restrictions on distributions to junior or parity securities may apply if preferred share distributions are not declared.
  • 6The sale of these preferred shares is intended to provide additional capital for the company.
  • 7Underwriters involved in the offering also have existing banking relationships with Public Storage.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report a material definitive agreement related to the sale of a new series of preferred stock. Specifically, Public Storage is issuing 10,000,000 depositary shares representing 5.625% Cumulative Preferred Shares, Series U.

The Series U Preferred Shares will pay a fixed dividend of 5.625% per annum. The filing also notes that if distributions on these preferred shares are not declared for a given period, the company may face restrictions on making distributions or repurchasing other classes of shares that rank equally or junior to the Series U Preferred Shares.

The company is issuing 10,000,000 depositary shares, with an option for underwriters to purchase an additional 1,500,000 shares. While the exact price per share is not detailed in this 8-K, this constitutes a significant equity raise intended to bolster the company's capital structure.

The filing acknowledges that the underwriters and their affiliates have performed investment banking and advisory services for Public Storage in the past and may continue to do so. Additionally, affiliates of the underwriters are lenders under the company's credit facility. This indicates pre-existing business relationships, which is common in such transactions.