8-KMaterial AgreementsShareholder MattersCorporate Changes+1

Public Storage 8-K Report, Material Agreement (Sep 6, 2019)

Filed September 6, 2019For 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 September 5, 2019, reporting the entry into an Underwriting Agreement for the sale of 11,000,000 depositary shares, each representing a 1/1,000 interest in a 4.875% Cumulative Preferred Share of Beneficial Interest, Series I. This issuance aims to raise capital, with an option for underwriters to purchase an additional 1,650,000 shares. The filing also details the terms of these preferred shares, including restrictions on distributions to junior or parity shares if preferred share distributions are not declared. The company has also filed Articles Supplementary to its Declaration of Trust, officially designating 12,650 preferred shares as the 4.875% Cumulative Preferred Shares, Series I. This action is authorized under the company's existing Declaration of Trust, which permits the Board of Trustees to issue up to 100,000,000 preferred shares without further shareholder approval. The associated underwriting and legal documentation are included as exhibits.

Key Highlights

  • 1Public Storage entered into an Underwriting Agreement to sell 11,000,000 depositary shares representing Series I Preferred Shares.
  • 2The Series I Preferred Shares carry a fixed dividend rate of 4.875% per annum.
  • 3An over-allotment option for up to 1,650,000 additional depositary shares was granted to the underwriters.
  • 4The company officially designated 12,650 preferred shares as Series I Preferred Shares through Articles Supplementary.
  • 5The issuance is subject to restrictions on distributions to junior or parity shares if preferred dividends are not declared.
  • 6The Board of Trustees has the authority to issue up to 100,000,000 preferred shares.
  • 7Major financial institutions including BofA Securities, Morgan Stanley, UBS Securities, and Wells Fargo Securities are acting as underwriters.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report Public Storage's entry into an Underwriting Agreement for the issuance and sale of new preferred depositary shares (Series I) and the official designation of these shares.

The Series I Preferred Shares are cumulative and carry a fixed dividend of 4.875% per annum. They represent a 1/1,000 interest in a full preferred share. The specific terms, including dividend payment dates and redemption provisions (though not detailed in this excerpt), are outlined in the Articles Supplementary.

The offering is for 11,000,000 depositary shares. While the exact price per share is not stated in this filing, the gross proceeds can be calculated by multiplying the number of shares by the price at which they are sold to the public. An additional 1,650,000 shares could be issued if the underwriters exercise their over-allotment option.

Yes, upon the issuance of these Series I Preferred Shares, there will be certain restrictions on the company's ability to make distributions on, redeem, purchase, acquire, or make liquidation payments on any shares ranking junior to or on parity with the Series I Preferred Shares, particularly if the company fails to declare distributions on the Series I Preferred Shares during any distribution period.