PUBLIC STORAGE (NYSE:PSA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On July31, 2017, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), with Merrill Lynch, Pierce, Fenner& Smith Incorporated, Morgan Stanley& Co. LLC, UBS Securities LLCand Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale of 12,000,000 of its depositary shares (“Depositary Shares”) with each representing 1/1,000 of a 5.05% Cumulative Preferred Share of Beneficial Interest, Series G, of the Company (the “Preferred Shares”). to the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to 1,800,000 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 our revolving credit facility include Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner& Smith Incorporated; Morgan Stanley Bank, an affiliate of Morgan Stanley& Co. LLC; UBS Loan Finance LLC, 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 agent of the facility and also a lender under the revolving credit facility. Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities LLC, is also the lender under our term loan.
| Item 1.01 | Material Modification to Rights of Security Holders |
Upon issuance of the Preferred Shares referenced in Item 1.01 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 May31, 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 June6, 2007 and incorporated herein by reference.
| Item 1.01 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
(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 August1, 2017, the Company filed with the Maryland State Department of Assessments and Taxation, Articles Supplementary designating13,800 of the Company’s preferred shares of beneficial interest as “5.05% Cumulative Preferred Shares, Series G.”
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
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| 1.1 | Underwriting Agreement relating to the Company’s depositary shares each representing 1/1,000 of a 5.05% Cumulative Preferred Share of beneficial interest, Series G |
| 3.1 | Articles Supplementary for the Preferred Shares |
| 4.1 | Master Deposit Agreement between the Company and Computershare Trust Company, N.A., as depositary, dated as of May 31,2007, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 6,2007 and incorporated herein by reference |
| 5.1 | Opinion of Hogan Lovells US LLP as to the legality of the Preferred Shares and Depositary Shares |
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1) |
Public Storage ExhibitEX-1.1 2 d431375dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version PUBLIC STORAGE 12,…To view the full exhibit click here
About PUBLIC STORAGE (NYSE:PSA)
Public Storage is a real estate investment trust. The Company’s business activities include the ownership and operation of self-storage facilities, which offer storage spaces for lease, generally on a month-to-month basis, for personal and business use, ancillary activities, such as merchandise sales and tenant reinsurance to the tenants at its self-storage facilities, as well as the acquisition and development of additional self-storage space. It operates through Self-Storage Operations, Ancillary Operations, Investment in PS Business Parks, Inc. (PSB) and Investment in Shurgard Europe segments. It also has direct and indirect equity interests in over 30 million net rentable square feet of commercial space located in over nine states in the United States primarily owned and operated by PSB under the PS Business Parks name. It manages approximately 30 self-storage facilities for third parties, and has equity interests in and manages over 12 additional self-storage facilities.