Current Report Filing (8-k)
August 11 2021 - 3:14PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 10, 2021
PUBLIC STORAGE
(Exact name of registrant as specified in its charter)
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Maryland
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001-33519
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95-3551121
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS. Employer
Identification No.)
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701 Western Avenue,
Glendale, California
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91201-2349
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(Address of principal executive offices)
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(Zip Code)
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(818) 244-8080
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Class
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Trading
Symbol
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Name of exchange
on which registered
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Common Shares, $0.10 par value
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PSA
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 4.900% Cum Pref Share, Series E, $0.01 par value
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PSAPrE
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 5.150% Cum Pref Share, Series F, $0.01 par value
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PSAPrF
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 5.050% Cum Pref Share, Series G, $0.01 par value
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PSAPrG
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 5.600% Cum Pref Share, Series H, $0.01 par value
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PSAPrH
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series I, $0.01 par value
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PSAPrI
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 4.700% Cum Pref Share, Series J, $0.01 par value
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PSAPrJ
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 4.750% Cum Pref Share, Series K, $0.01 par value
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PSAPrK
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 4.625% Cum Pref Share, Series L, $0.01 par value
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PSAPrL
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 4.125% Cum Pref Share, Series M, $0.01 par value
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PSAPrM
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 3.875% Cum Pref Share, Series N, $0.01 par value
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PSAPrN
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 3.900% Cum Pref Share, Series O, $0.01 par value
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PSAPrO
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series P, $0.01 par value
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PSAPrP
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New York Stock Exchange
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0.875% Senior Notes due 2032
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PSA32
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry Into a Material Definitive Agreement
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On August 10, 2021, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), with BofA Securities, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale of 5,000,000 of its depositary shares (“Depositary Shares”) with each representing 1/1,000 of a 3.950% Cumulative Preferred Share of Beneficial Interest, Series Q, of the Company (the “Preferred Shares”). Pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to 750,000 additional Depositary Shares to cover over-allotments. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
The underwriters have performed investment banking and advisory services for the Company from time to time for which they have received customary fees and expenses. The underwriters may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business.
The lenders under the Company’s existing revolving credit facility include, among other financial institutions from time to time as lenders party thereto, Bank of America, N.A., an affiliate of BofA Securities, Inc.; Morgan Stanley Bank, N.A., an affiliate of Morgan Stanley & Co. LLC; UBS AG, Stamford Branch, an affiliate of UBS Securities LLC; and Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities, LLC. Wells Fargo Bank, National Association is the administrative agent of the Company’s existing revolving credit facility and the trustee under the indenture governing the Company’s senior notes.
Item 3.03
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Material Modification to Rights of Security Holders
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Upon issuance of the Preferred Shares referenced in Item 5.03 below, the ability of the Company to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on, any other shares of beneficial interest of the Company ranking junior to or on a parity with the Preferred Shares, will be subject to certain restrictions in the event that the Company does not declare distributions on the Preferred Shares during any distribution period.
The terms of the Preferred Shares are set forth in the Articles Supplementary to the Company’s Declaration of Trust, as amended, that are filed as Exhibit 3.1 hereto and incorporated herein by reference. The terms of the Depositary Shares are set forth in the Master Deposit Agreement entered into as of May 31, 2007 by the Company with Computershare Trust Company, N. A., as depositary, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 6, 2007 and incorporated herein by reference.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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(a) Under the Company’s Declaration of Trust, as amended, the Board of Trustees is authorized without further shareholder action to provide for the issuance of up to 100,000,000 preferred shares of beneficial interest. On August 11, 2021, the Company filed with the Maryland State Department of Assessments and Taxation, Articles Supplementary designating 5,750 of the Company’s preferred shares of beneficial interest as “3.950% Cumulative Preferred Shares, Series Q.”
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PUBLIC STORAGE
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By:
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/s/ Nathaniel A. Vitan
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Date: August 11, 2021
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Nathaniel A. Vitan
Senior Vice President, Chief Legal Officer & Corporate Secretary
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