8-KMaterial AgreementsShareholder MattersCorporate Changes+1

Public Storage 8-K Report, Material Agreement (Aug 11, 2021)

Filed August 11, 2021For Securities:PSAPSA-PRPSA-PFPSA-PGPSA-PHPSA-PIPSA-PJPSA-PMPSA-PNPSA-POPSA-PPPSA-PQPSA-PSPSA-PKPSA-PL

Summary

Public Storage (PSA) announced on August 10, 2021, that it entered into an Underwriting Agreement to issue and sell 5,000,000 depositary shares, each representing 1/1,000 of a 3.950% Cumulative Preferred Share of Beneficial Interest, Series Q. The company also granted the underwriters an option to purchase up to an additional 750,000 depositary shares to cover potential over-allotments, indicating strong demand or a strategic move to raise substantial capital. This offering represents a significant financing event for Public Storage, likely aimed at bolstering its capital structure, funding future growth initiatives, or managing its debt obligations. The issuance of these Series Q preferred shares introduces specific terms and conditions that may affect other outstanding securities. Notably, restrictions will be placed on distributions, redemptions, and other actions concerning junior or parity securities if the company fails to declare distributions on the new preferred shares. The company has authorized a substantial number of preferred shares, and this issuance utilizes a portion of that authorization, with the specific terms detailed in the newly filed Articles Supplementary.

Key Highlights

  • 1Public Storage entered into an Underwriting Agreement on August 10, 2021, to issue 5,000,000 depositary shares.
  • 2Each depositary share represents 1/1,000 of a 3.950% Cumulative Preferred Share of Beneficial Interest, Series Q.
  • 3The company granted underwriters an option to purchase up to an additional 750,000 depositary shares for over-allotment.
  • 4This offering is a material definitive agreement, signaling a significant capital raise.
  • 5The terms of the Series Q preferred shares impose restrictions on distributions and actions related to junior or parity securities if preferred share distributions are not made.
  • 6Public Storage's Board of Trustees is authorized to issue up to 100,000,000 preferred shares; this issuance designates 5,750 preferred shares as Series Q.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report Public Storage's entry into a material definitive agreement, specifically an Underwriting Agreement for the issuance and sale of new preferred depositary shares.

The newly issued shares are 3.950% Cumulative Preferred Shares, Series Q, offered through depositary shares where each represents 1/1,000 of a preferred share. These shares carry a 3.950% cumulative dividend rate. Their issuance imposes certain restrictions on distributions and actions regarding other classes of securities if the company misses preferred dividend payments.

Public Storage intends to raise capital through the sale of 5,000,000 depositary shares, with an option for underwriters to purchase an additional 750,000 shares. The exact amount raised would depend on the offering price per share, which is not detailed in this filing but is subject to market conditions.

The filing notes that the underwriters and their affiliates have historically performed investment banking and advisory services for Public Storage and may continue to do so in the ordinary course of business. Additionally, affiliates of these underwriters are lenders under Public Storage's existing revolving credit facility, and one is the administrative agent and trustee for senior notes, indicating established banking relationships.