Current Report Filing (8-k)

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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): April 23, 2021

 

 

PUBLIC STORAGE

(Exact name of registrant as specified in its charter)

 

 

 

Maryland		001-33519		95-3551121
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS. Employer Identification No.)

 

701 Western Avenue, Glendale, California		91201-2349
(Address of principal executive offices)		(Zip Code)

[phone]

(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:

 

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class		Trading Symbol		Name of exchange on which registered
Common Shares, $0.10 par value		PSA		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.125% Cum Pref Share, Series C, $0.01 par value		PSAPrC		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.950% Cum Pref Share, Series D, $0.01 par value		PSAPrD		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.900% Cum Pref Share, Series E, $0.01 par value		PSAPrE		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.150% Cum Pref Share, Series F, $0.01 par value		PSAPrF		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.050% Cum Pref Share, Series G, $0.01 par value		PSAPrG		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.600% Cum Pref Share, Series H, $0.01 par value		PSAPrH		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series I, $0.01 par value		PSAPrI		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.700% Cum Pref Share, Series J, $0.01 par value		PSAPrJ		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.750% Cum Pref Share, Series K, $0.01 par value		PSAPrK		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.625% Cum Pref Share, Series L, $0.01 par value		PSAPrL		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.125% Cum Pref Share, Series M, $0.01 par value		PSAPrM		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 3.875% Cum Pref Share, Series N, $0.01 par value		PSAPrN		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 3.900% Cum Pref Share, Series O, $0.01 par value		PSAPrO		New York Stock Exchange
0.875% Senior Notes due 2032		PSA32		New York Stock Exchange

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 12b-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. ☐

 

 

 

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Item 1.01 Entry Into a Material Definitive Agreement

On April 23, 2021, Public Storage (the “Company”) completed the previously announced offering of $700,000,000 Floating Rate Senior Notes due 2024 (the “Floating Rate Notes”), $650,000,000 1.850% Senior Notes due 2028 (the “2028 Notes”) and $650,000,000 2.300% Senior Notes due 2031 (the “2031 Notes” and, together with the Floating Rate Notes and the 2028 Notes, the “Notes”),

The Notes have been issued pursuant to an Indenture, dated as of September 18, 2017 (the “Base Indenture”), between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture, dated as of April 23, 2021, relating to the Floating Rate Notes (the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture, dated as of April 23, 2021, relating to the 2028 Notes (the “Sixth Supplemental Indenture”), and the Seventh Supplemental Indenture, dated as of April 23, 2021, relating to the 2031 Notes (the “Seventh Supplemental Indenture” and, collectively with the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Base Indenture, the “Indenture”), each between the Company and the Trustee.

The Floating Rate Notes bear interest at a variable rate equal to Compounded SOFR (as defined in the Fifth Supplemental Indenture), reset quarterly, plus 47 basis points (0.470%), the 2028 Notes bear interest at 1.850% per annum and the 2031 Notes bear interest at 2.300% per annum, in each case accruing from April 23, 2021. Interest on the Floating Rate Notes is payable quarterly on January 23, April 23, July 23 and October 23 of each year, commencing July 23, 2021. Interest on the 2028 Notes and the 2031 Notes is payable semi-annually on May 1 and November 1 of each year, commencing November 1, 2021. The Floating Rate Notes will mature on April 23, 2024, the 2028 Notes will mature on May 1, 2028 and the 2031 Notes will mature on May 1, 2031. 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 Floating Rate Notes at any time on or after April 23, 2022 in whole, or from time to time in part, at a redemption price equal to 100% of the principal amount of the Floating Rate Notes to be redeemed. The Company may redeem the 2028 Notes or the 2031 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 2028 Notes or the 2031 Notes are redeemed on or after March 1, 2028 (two months prior to the applicable maturity date) or on or after February 1, 2031 (three month prior to the applicable maturity date), respectively, the redemption price will be equal to 100% 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 Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental Indenture, as applicable (including the forms of Notes), copies of which are attached as Exhibits 4.1, 4.2, 4.3 and 4.4 to this Current Report on Form 8-K and incorporated by reference herein.

The offering of the Notes was made pursuant to a shelf registration statement on Form S-3 (File No. 333-231510) filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 15, 2019. A prospectus supplement, dated April 14, 2021, relating to the Notes and supplementing the prospectus was filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.

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Item 2.03 Creation 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 2.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.
4.1		Indenture, dated as of September 18, 2017, between Public Storage and Wells Fargo Bank, National Association, as trustee. Filed with Public Storage’s Current Report on Form 8-K dated September 18, 2017 and incorporated by reference herein.
4.2		Fifth Supplemental Indenture, dated as of April 23, 2021, between Public Storage and Wells Fargo Bank, National Association, as trustee.
4.3		Sixth Supplemental Indenture, dated as of April 23, 2021, between Public Storage and Wells Fargo Bank, National Association, as trustee.
4.4		Seventh Supplemental Indenture, dated as of April 23, 2021, between Public Storage and Wells Fargo Bank, National Association, as trustee.
4.5		Form of Global Note representing the Floating Rate Notes (included in Exhibit 4.2).
4.6		Form of Global Note representing the 2028 Notes (included in Exhibit 4.3).
4.7		Form of Global Note representing the 2031 Notes (included in Exhibit 4.4).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

 

				PUBLIC STORAGE
				By:		/s/ Nathaniel A. Vitan
Date: April 23, 2021						Nathaniel A. Vitan Senior Vice President, Chief Legal Officer & Corporate Secretary