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PSB > SEC Filings for PSB > Form 8-K on 6-Nov-2013All Recent SEC Filings

Show all filings for PS BUSINESS PARKS INC/CA



Other Events, Financial Statements and Exhibits

Item 8.01 Other Events

On November 4, 2013, PS Business Parks, Inc. (the "Company") entered into an Underwriting Agreement with Goldman, Sachs & Co. (the "Underwriting Agreement"), in connection with the public offer and sale of 1,300,000 shares of common stock. The underwriter has been granted a 30-day option to purchase up to 195,000 additional shares of common stock. The Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Also on November 4, 2013, the Company entered into a Stock Purchase Agreement with Public Storage (the "Stock Purchase Agreement") providing for the purchase by Public Storage of 950,000 shares of common stock from the Company at a purchase price of $79.25 per share, representing aggregate net proceeds to the Company of approximately $75.3 million. Closing under the Stock Purchase Agreement is expected to occur concurrently with the closing of the public offering. The completion of the public offering is a condition precedent to the closing under the Stock Purchase Agreement. The Stock Purchase Agreement is attached hereto as Exhibit 1.2 and incorporated herein by reference.

The issuance of the common stock under the Stock Purchase Agreement will be made in a transaction exempt from registration under the Securities Act.

Item 9.01 Financial Statements and Exhibits

Exhibit 1.1.      Underwriting Agreement, dated November 4, 2013, by and among the
                  Company, PS Business Parks L.P. and Goldman, Sachs & Co.

Exhibit 1.2.      Stock Purchase Agreement by and between the Company and Public

Exhibit 5.1.      Opinion of Hogan Lovells US LLP as to the legality of the shares
                  to be issued pursuant to the Underwriting Agreement.

Exhibit 23.1.     Consent of Hogan Lovells US LLP (included in Exhibit 5.1).

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