UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry Into a Material Definitive Agreement |
On July 24, 2023, Public Storage (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), between the Company and BofA Securities, Inc. and J.P. Morgan Securities LLC, as managers of the several underwriters named therein (the “Underwriters”), for the sale of $2.2 billion aggregate principal amount of senior notes in four tranches (collectively, the “Notes”).
The first tranche of $400 million aggregate principal amount of floating rate senior notes due 2025 will bear interest at a rate equal to Compounded SOFR (as defined in the preliminary prospectus supplement relating to the offering), reset quarterly, plus 60 basis points, will be issued at 100.000% of par value and will mature on July 25, 2025 (the “floating rate notes”). The Company will pay interest on the floating rate notes quarterly on January 25, April 25, July 25 and October 25 of each year, commencing October 25, 2023.
The second tranche of $500 million aggregate principal amount of senior notes due 2029 will bear interest at an annual rate of 5.125%, will be issued at 99.917% of par value and will mature on January 15, 2029 (the “2029 notes”). The third tranche of $700 million aggregate principal amount of senior notes due 2033 will bear interest at an annual rate of 5.100%, will be issued at 99.828% of par value and will mature on August 1, 2033 (the “2033 notes”). The fourth tranche of $600 million aggregate principal amount of senior notes due 2053 will bear interest at an annual rate of 5.350%, will be issued at 99.732% of par value and will mature on August 1, 2053 (the “2053 notes”). The Company will pay interest on the 2029 notes semi-annually on January 15 and July 15 of each year, commencing January 15, 2024. The Company will pay interest on the 2033 notes and the 2053 notes semi-annually on February 1 and August 1 of each year, commencing February 1, 2024.
The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
The offering of the Notes was made pursuant to a shelf registration statement on Form S-3 (File No. 333-264750) filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 6, 2022. A preliminary prospectus supplement, dated July 24, 2023, 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.
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 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.; JP Morgan Chase Bank N.A., an affiliate of J.P. Morgan Securities LLC; BNP Paribas, an affiliate of BNP Paribas Securities Corp.; Goldman Sachs Bank USA, an affiliate of Goldman Sachs & Co. LLC; Morgan Stanley Bank, N.A., an affiliate of Morgan Stanley & Co. LLC; The Bank of Nova Scotia, an affiliate of Scotia Capital (USA) Inc.; PNC Bank, National Association, an affiliate of PNC Capital Markets LLC; TD Bank, N.A., an affiliate of TD Securities (USA) LLC and UBS AG, Stamford Branch, an affiliate of UBS Securities LLC.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
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| 1.1 | Underwriting Agreement, dated as of July 24, 2023, by and between the Company and BofA Securities, Inc. and J.P. Morgan Securities LLC, as managers of the several underwriters named therein. | |
| 5.1 | Opinion of Hogan Lovells US LLP. | |
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: July 25, 2023 |
Nathaniel A. Vitan Senior Vice President, Chief Legal Officer & Corporate Secretary | |||||