8-KMaterial AgreementsShareholder MattersCorporate Changes+1

Public Storage 8-K Report, Material Agreement (Jan 5, 2022)

Filed January 5, 2022For Securities:PSAPSA-PRPSA-PFPSA-PGPSA-PHPSA-PIPSA-PJPSA-PMPSA-PNPSA-POPSA-PPPSA-PQPSA-PSPSA-PKPSA-PL

Summary

Public Storage (PSA) announced on January 4, 2022, that it entered into an Underwriting Agreement to sell 10,000,000 depositary shares representing a 4.100% Cumulative Preferred Share of Beneficial Interest, Series S. The company also granted underwriters an option to purchase an additional 1,500,000 depositary shares. This offering is intended to raise capital and expand the company's preferred equity structure. Alongside the offering, Public Storage has made modifications to its governing documents to designate these new preferred shares. The terms of these Series S Preferred Shares establish a fixed dividend rate of 4.100% and include provisions that may restrict distributions or redemptions on other junior or parity securities if the company fails to declare distributions on the preferred shares. Investors should note the relationships between the underwriters and existing lenders under PSA's revolving credit facility, as well as the potential impact on other equity classes.

Key Highlights

  • 1Public Storage (PSA) is issuing 10,000,000 depositary shares representing 4.100% Cumulative Preferred Shares, Series S.
  • 2An option for underwriters to purchase up to an additional 1,500,000 depositary shares to cover over-allotments has been granted.
  • 3The preferred shares carry a fixed annual dividend rate of 4.100%.
  • 4The issuance of these preferred shares may impose restrictions on distributions or redemptions of other junior or parity securities if preferred dividends are not declared.
  • 5The company has formally designated 11,500 preferred shares as Series S through Articles Supplementary filed with Maryland.
  • 6Several major financial institutions, including affiliates of BofA Securities, Morgan Stanley, UBS, and Wells Fargo, are acting as underwriters.
  • 7Some of the underwriters are also affiliated with lenders under PSA's existing revolving credit facility.

Frequently Asked Questions

This 8-K filing announces Public Storage's entry into an Underwriting Agreement to issue new preferred equity (depositary shares for 4.100% Cumulative Preferred Shares, Series S). It also details the designation of these shares and potential implications for other security holders.

The Series S Preferred Shares will pay a fixed cumulative dividend of 4.100% per annum. These shares rank senior to common shares and potentially other junior or parity securities regarding distributions and liquidation preference.

The issuance of new preferred shares increases the outstanding equity and preferred dividend obligations. Importantly, the terms of the Series S Preferred Shares may restrict the company's ability to make distributions or redeem other junior or parity securities if the preferred dividends are not paid, which could impact common shareholders' distributions.

The filing notes that some of the underwriters or their affiliates are also lenders and a financial agent under Public Storage's existing revolving credit facility. While standard practice, investors should be aware of these existing relationships.