PUBLIC STORAGE (NYSE:PSA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry Into a Material Definitive Agreement |
On May23, 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 for the sale of
10,000,000 of its depositary shares (Depositary Shares) with each
representing 1/1,000 of a 5.15% Cumulative Preferred Share of
Beneficial Interest, Series F, of the Company (the Preferred
Shares). to the Underwriting Agreement, the Company granted the
underwriters a 30-day option to purchase up to 1,500,000
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.
| Item3.03 |
Material Modification to Rights of Security Holders |
Upon issuance of the Preferred Shares referenced in Item5.03
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 Companys 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 Companys Current Report on Form 8-K
filed June6, 2007 and incorporated herein by reference.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
(a) Under the Companys 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 May24, 2017, the Company filed
with the Maryland State Department of Assessments and Taxation,
Articles Supplementary designating11,500 of the Companys
preferred shares of beneficial interest as 5.15% Cumulative
Preferred Shares, Series F.
| Item9.01. | Financial Statements and Exhibits. |
(d)Exhibits
|
Exhibit No. |
||
| 1.1 |
Underwriting Agreement relating to the Companys depositary shares each representing 1/1,000 of a 5.15% Cumulative Preferred Share of beneficial interest, Series F |
|
| 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 May31, 2007, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed June6, 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) |
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. PUBLIC STORAGE (NYSE:PSA) Recent Trading Information
PUBLIC STORAGE (NYSE:PSA) closed its last trading session up +0.37 at 217.57 with 839,852 shares trading hands.
