Current Report Filing (8-k)
September 15 2017 - 4:21PM
Edgar (US Regulatory)
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): September 13, 2017
PUBLIC STORAGE
(Exact
name of registrant as specified in its charter)
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Maryland
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001-33519
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95-3551121
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS. Employer
Identification No.)
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701 Western Avenue,
Glendale, California
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91201-2349
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(Address of principal executive offices)
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(Zip Code)
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(818) 244-8080
(Registrants 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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 12-2 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. ☐
Item 1.01
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Entry Into a Material Definitive Agreement
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On September 13, 2017, Public Storage (the
Company) entered into an underwriting agreement, dated September 13, 2017 (the Underwriting Agreement), among the Company and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the Underwriters), for the sale of $1.0 billion in aggregate principal amount of Senior Notes in two tranches. The first tranche of $500.0
million aggregate principal amount of Senior Notes due 2022 will bear interest at an annual rate of 2.370%, will be issued at par value and will mature on September 15, 2022. The second tranche of $500.0 million aggregate principal amount of
Senior Notes due 2027 will bear interest at an annual rate of 3.094%, will be issued at par value and will mature on September 15, 2027 (the first tranche and second tranche together referred to as, the Notes). 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. 333-211758) filed by the Company with the Securities and Exchange Commission (SEC) on June 1, 2016, as amended by the Post-Effective Amendment No. 1 filed by the Company with the SEC on
September 13, 2017, in the form in which it became effective on September 13, 2017. A preliminary prospectus supplement, dated September 13, 2017, 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 our revolving credit facility include Morgan Stanley Bank, an affiliate of Morgan Stanley & Co. LLC; Bank of America, N.A., an
affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated; 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.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
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.
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PUBLIC STORAGE
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By:
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/s/ Lily Y. Hughes
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Lily Y. Hughes
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Date: September 14, 2017
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Senior Vice President, Chief Legal Officer & Corporate Secretary
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