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PSA > SEC Filings for PSA > Form 8-K on 12-Mar-2014All Recent SEC Filings

Show all filings for PUBLIC STORAGE

Form 8-K for PUBLIC STORAGE


12-Mar-2014

Entry into a Material Definitive Agreement, Material Modification to Rights of Sec


Item 1.01 Entry into a Material Definitive Agreement

On March 10, 2014, Public Storage (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement"), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the other underwriters named therein, for the sale of 9,000,000 of its depositary shares ("Depositary Shares") with each representing 1/1,000 of a 6.375% Cumulative Preferred Share of beneficial interest, Series Y, of the Company (the "Preferred Shares"). Pursuant to the Underwriting Agreement, the Company granted the underwriters the option to purchase up to 1,350,000 additional Depositary Shares to cover over-allotments. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

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 credit facility include Bank of America N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated; Morgan Stanley Bank, an affiliate of Morgan Stanley & Co. LLC; UBS Loan Finance LLC, an affiliate of UBS Securities LLC; and Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities, LLC. Wells Fargo Bank, National Association is agent of the Company's credit facility. Wells Fargo Bank, National Association is also the lender under the Company's term loan and will receive any amount outstanding under the term loan that is repaid with the net proceeds of this offering.



Item 3.03 Material Modification to Rights of Security Holders

Upon issuance of the Preferred Shares referenced in Item 5.03 below, the ability of the Company to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on, any other shares of beneficial interest of the Company ranking junior to or on a parity with the Preferred Shares, will be subject to certain restrictions in the event that the Company does not declare distributions on the Preferred Shares during any distribution period.

The terms of the Preferred Shares are set forth in the Articles Supplementary to the Company's Declaration of Trust, as amended, that are filed as Exhibit 3.1 hereto and incorporated herein by reference. The terms of the Depositary Shares are set forth in the Master Deposit Agreement entered into as of May 31, 2007 by the Company with Computershare Trust Company, N. A., as depositary, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 6, 2007 and incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) Under the Company's Declaration of Trust, as amended, the Board of Trustees is authorized without further shareholder action to provide for the issuance of up to 100,000,000 preferred shares of beneficial interest. On March 11, 2014, the Company filed with the Maryland State Department of Assessments and Taxation, Articles Supplementary designating 10,350 of the Company's preferred shares of beneficial interest as "6.375% Cumulative Preferred Shares, Series Y."




Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 1.1-   Underwriting Agreement relating to the Company's depositary shares
               each representing 1/1,000 of a 6.375% Cumulative Preferred Share of
               beneficial interest, Series Y.

Exhibit 3.1-   Articles Supplementary for the Preferred Shares.

Exhibit 4.1-   Master Deposit Agreement between the Company and Computershare Trust
               Company, N.A., as depositary, dated as of May 31, 2007, filed as
               Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 6,
               2007 and incorporated herein by reference.

Exhibit 5.1-   Opinion of Hogan Lovells US LLP as to the legality of the Preferred
               Shares and Depositary Shares.


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