8-KMaterial AgreementsShareholder MattersCorporate Changes+1

Public Storage 8-K Report, Material Agreement (May 11, 2016)

Filed May 11, 2016For Securities:PSAPSA-PRPSA-PFPSA-PGPSA-PHPSA-PIPSA-PJPSA-PMPSA-PNPSA-POPSA-PPPSA-PQPSA-PSPSA-PKPSA-PL

Summary

This 8-K filing by Public Storage (PSA) on May 11, 2016, announces the company's entry into an Underwriting Agreement to sell 8,000,000 depositary shares. Each depositary share represents a 1/1,000 interest in a 5.125% Cumulative Preferred Share of Beneficial Interest, Series C. This issuance is a significant capital-raising event, and investors should note the specific terms of these new preferred shares. The filing also details amendments to the company's Declaration of Trust to designate these preferred shares and outlines potential restrictions on distributions for other junior or parity shares if distributions on the Series C preferred shares are not made. The underwriting syndicate includes major financial institutions, some of which also serve as lenders under Public Storage's existing credit facilities.

Key Highlights

  • 1Public Storage entered into an Underwriting Agreement to issue 8,000,000 depositary shares.
  • 2Each depositary share represents a 1/1,000 interest in a 5.125% Cumulative Preferred Share of Beneficial Interest, Series C.
  • 3The issuance aims to raise capital through the sale of these preferred securities.
  • 4The company amended its Declaration of Trust to officially designate the 8,000,000 preferred shares as Series C.
  • 5There are potential restrictions on payments for junior or parity shares if preferred distributions are missed.
  • 6The underwriters include prominent financial institutions: Merrill Lynch, Morgan Stanley, UBS, and Wells Fargo.
  • 7Some underwriters or their affiliates are also lenders under Public Storage's revolving credit facility and term loan.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce Public Storage's entry into a material definitive agreement to issue and sell 8,000,000 depositary shares, which represent a series of preferred equity.

The newly issued securities are depositary shares, each representing a 1/1,000 interest in a 5.125% Cumulative Preferred Share of Beneficial Interest, Series C. The fixed dividend rate is 5.125%.

Yes, the filing indicates that the ability to make distributions on, redeem, purchase, or acquire other shares of beneficial interest that rank junior to or on parity with the Series C preferred shares will be subject to certain restrictions if distributions on the Series C preferred shares are not declared.

The underwriters for this offering are Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC, and Wells Fargo Securities, LLC.