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 November 4, 2021, Public Storage (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as managers of the several underwriters named therein (the “Underwriters”), for the sale of $1.75 billion aggregate principal amount of senior notes in three tranches (collectively, the “Notes”).
The first tranche of $650 million aggregate principal amount of senior notes due 2026 will bear interest at an annual rate of 1.500%, will be issued at 99.847% of par value and will mature on November 9, 2026. The second tranche of $550 million aggregate principal amount of senior notes due 2028 will bear interest at an annual rate of 1.950%, will be issued at 99.954% of par value and will mature on November 9, 2028. The third tranche of $550 million aggregate principal amount of senior notes due 2031 will bear interest at an annual rate of 2.250%, will be issued at 99.973% of par value and will mature on November 9, 2031. The Company will pay interest on the Notes semi-annually on May 9 and November 9 of each year, commencing May 9, 2022.
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. 333-231510) filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 15, 2019. A preliminary prospectus supplement, dated November 4, 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.
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, Citibank, N.A., an affiliate of Citigroup Global Markets Inc.; JP Morgan Chase Bank N.A., an affiliate of J.P. Morgan Securities LLC; Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities, LLC; Bank of America, N.A., an affiliate of BofA Securities, Inc.; Morgan Stanley Bank, N.A., an affiliate of Morgan Stanley & Co. LLC; and UBS AG, Stamford Branch, an affiliate of UBS Securities LLC. Wells Fargo Bank, National Association is agent of the facility and also a lender under the revolving credit facility.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
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| 1.1 | Underwriting Agreement, dated as of November 4, 2021, by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo 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: November 5, 2021 | Nathaniel A. Vitan Senior Vice President, Chief Legal Officer & Corporate Secretary | |||||