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Item 1.01
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Entry Into a Material Definitive Agreement
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On September 18, 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 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 First Supplemental Indenture, dated as of September 18, 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 September 18, 2017. Interest on the Notes is payable semi-annually on March 15 and September 15 of
each year, commencing March 15, 2018. The 2022 Notes will mature on September 15, 2022 and the 2027 Notes will mature on September 15, 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 August 15, 2022 (one month prior to the applicable
maturity date) or June 15, 2027 (three months 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 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 pursuant 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 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 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.
