PUBLIC STORAGE (NYSE:PSA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On September18, 2017, Public Storage (the “Company”) completed the previously announced offering of $500,000,000 2.370% Senior Notes due 2022 (the “2022 Notes”) and $500,000,000 3.094% Senior Notes due 2027 (the “2027 Notes” and, together with the 2022 Notes, the “Notes”).
In connection with the issuance of the Notes, the Company entered into an Indenture, dated as of September18, 2017 (the “Base Indenture”), between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of September18, 2017 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
The 2022 Notes bear interest at a rate of 2.370% per annum and the 2027 Notes bear interest at a rate of 3.094% per annum, in each case accruing from September18, 2017. Interest on the Notes is payable semi-annually on March15 and September15 of each year, commencing March15, 2018. The 2022 Notes will mature on September15, 2022 and the 2027 Notes will mature on September15, 2027. The Notes are the Company’s direct, unsecured and unsubordinated obligations and will rank equally in right of payment with all of the Company’s existing and future unsecured and unsubordinated indebtedness.
The Company may redeem the Notes at any time in whole, or from time to time in part, at the applicable make-whole redemption price specified in the Indenture. If the 2022 Notes or the 2027 Notes are redeemed on or after August15, 2022 (one month prior to the applicable maturity date) or June15, 2027 (three months prior to the applicable maturity date), respectively, the redemption price will be equal to 50% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
The Indenture contains certain covenants that, among other things, limit the ability of the Company, subject to exceptions, to incur secured and unsecured indebtedness and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, the Indenture requires the Company to maintain total unencumbered assets of at least 125% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.
The foregoing description is a summary of the terms of the Indenture and the Notes and does not purport to be a complete statement of the parties’ rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Base Indenture and the Supplemental Indenture (including the forms of Notes), copies of which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and incorporated by reference herein.
The offering of the Notes was made to a shelf registration statement on Form S-3 (File No.333-211758) filed by the Company with the Securities and Exchange Commission (the “SEC”) on June1, 2016, as amended by the Post-Effective Amendment No.1 filed by the Company with the SEC on September13, 2017, in the form in which it became effective on September13, 2017. A prospectus supplement, dated September13, 2017, relating to the Notes and supplementing the prospectus was filed with the SEC to Rule424(b)(5) under the Securities Act of 1933, as amended.
Item 1.01Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 1.01.
| Item 1.01. | Financial Statements and Exhibits |
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Exhibit No. |
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| 4.1 | Indenture, dated as of September18, 2017, between Public Storage and Wells Fargo Bank, National Association, as trustee |
| 4.2 | First Supplemental Indenture, dated as of September18, 2017, between Public Storage and Wells Fargo Bank, National Association, as trustee |
| 4.3 | Form of Global Note representing the 2022 Notes (included in Exhibit 4.2) |
| 4.4 | Form of Global Note representing the 2027 Notes (included in Exhibit 4.2) |
Public Storage ExhibitEX-4.1 2 d443739dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 PUBLIC STORAGE,…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.
