What is the primary purpose of this 8-K filing for Public Storage?

The primary purpose of this 8-K filing is to report the entry into a material definitive agreement, specifically an Underwriting Agreement for the sale of 10,000,000 depositary shares representing its 5.15% Cumulative Preferred Shares, Series F.

What are the key terms of the new preferred shares being issued?

The new securities are depositary shares, each representing a 1/1,000th interest in a 5.15% Cumulative Preferred Share of Beneficial Interest, Series F. These preferred shares are cumulative, meaning any missed dividend payments accumulate and must be paid before distributions on junior or parity securities.

How does this issuance affect existing Public Storage shareholders?

The issuance of these preferred shares introduces a new class of security. Importantly, if Public Storage fails to declare distributions on the Preferred Shares, Series F, its ability to make distributions, redeem, purchase, or acquire other shares ranking junior to or on parity with these preferred shares will be restricted. This subordination of other securities in certain scenarios is a key implication for investors.

What is the total authorized preferred stock for Public Storage?

Public Storage's Declaration of Trust authorizes the Board of Trustees to issue up to 100,000,000 preferred shares of beneficial interest without further shareholder action. The 5.15% Cumulative Preferred Shares, Series F, represent a portion of this authorized amount.

PSA 8-K: Material Agreements, Shareholder Matters & More

Summary

Public Storage (PSA) filed an 8-K on May 24, 2017, to announce the issuance of 10,000,000 depositary shares, each representing a 1/1,000th interest in its 5.15% Cumulative Preferred Shares, Series F. This offering, conducted through an underwriting agreement with major financial institutions, aims to raise capital for the company. The issuance of these preferred shares has implications for the rights of other security holders, as it imposes certain restrictions on the company's ability to make distributions or redeem junior or parity securities if preferred share distributions are not met. Investors should note that the company has authorized the issuance of up to 100,000,000 preferred shares, and this Series F issuance represents a portion of that authorization. The terms of the preferred and depositary shares are detailed in accompanying filed documents. The underwriters for this offering have also provided services to Public Storage in the past and may do so in the future, and their affiliate banks are also lenders under the company's credit facilities, a common practice in such transactions.

Key Highlights

1Public Storage entered into an Underwriting Agreement to sell 10,000,000 depositary shares representing 5.15% Cumulative Preferred Shares, Series F.
2The offering includes an option for underwriters to purchase up to 1,500,000 additional depositary shares to cover over-allotments.
3The issuance of these preferred shares places restrictions on the company's ability to make distributions or redeem other junior or parity securities if preferred dividends are not paid.
4The company's Board of Trustees is authorized to issue up to 100,000,000 preferred shares, with Series F being a new designation.
5Major financial institutions including Merrill Lynch, Morgan Stanley, UBS, and Wells Fargo acted as underwriters.
6Affiliates of the underwriters are also lenders under Public Storage's revolving credit facility and term loan.
7The specific terms of the preferred shares and depositary shares are detailed in filed Articles Supplementary and a Master Deposit Agreement.

Public Storage 8-K Report, Material Agreement (May 24, 2017)

Summary

Key Highlights

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