Business Context and Reporting Period
Company: Public Storage
Filing Type: Form 8-K (Current Report)
Date of Report: March 6, 2012
Event: Entry into a Material Definitive Agreement for the issuance of preferred shares.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, or margins. The filing focuses exclusively on a capital structure transaction.
| Security Type | Details |
|---|---|
| Preferred Shares | 5.750% Cumulative Preferred Shares of beneficial interest, Series T |
| Depositary Shares Issued | 17,000,000 (each representing 1/1,000 of a Preferred Share) |
| Over-allotment Option | Up to 2,550,000 additional depositary shares |
| Underwriters | Merrill Lynch, Morgan Stanley, UBS Securities, and Wells Fargo Securities |
Material Changes
- Capital Structure: The Company entered into an Underwriting Agreement to sell 17,000,000 depositary shares of Series T Preferred Stock.
- Corporate Governance: On March 7, 2012, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation to designate 19,550 preferred shares as the Series T Preferred Shares.
- Securityholder Rights: The issuance imposes restrictions on the Company's ability to make distributions on, or redeem, purchase, or acquire any other shares ranking junior to or on parity with the Series T Preferred Shares if distributions on the Series T shares are not declared.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, outlook, or management commentary regarding future earnings or operational strategy.
Risks and Contingencies:
- Distribution Restrictions: Failure to declare distributions on the Series T Preferred Shares will restrict payments on junior or parity securities.
- Related Party Transactions: The underwriters and their affiliates (including lenders under the Company's credit facility) have performed investment banking and advisory services for the Company and may engage in future transactions in the ordinary course of business.
Investor Verification Checklist
- Verify the final closing date and total proceeds from the sale of the 17,000,000 depositary shares plus any over-allotment exercise.
- Review the Articles Supplementary (Exhibit 3.1) for specific terms regarding redemption, liquidation preferences, and voting rights of the Series T shares.
- Confirm the impact of the new preferred equity on the Company's existing credit facility covenants.
- Check subsequent filings for the exercise of the 2,550,000 share over-allotment option.