| Item 1.01 |
Entry Into a Material Definitive Agreement |
On June 30, 2025, Public Storage Operating Company (“PSOC”), a subsidiary of Public Storage (the “Company”), completed the previously announced offering of $475 million 4.375% Senior Notes due 2030 (the “2030 Notes”) and $400 million 5.000% Senior Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”). The Notes are issued by PSOC and guaranteed by the Company.
The Notes have been issued pursuant to an Indenture, dated as of September 18, 2017, as supplemented by the Sixteenth Supplemental Indenture, dated as of August 14, 2023 (the “Base Indenture”), among PSOC, as issuer, the Company, as guarantor, and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as supplemented by the Nineteenth Supplemental Indenture, dated as of June 30, 2025, relating to the 2030 Notes (the “Nineteenth Supplemental Indenture”) and the Twentieth Supplemental Indenture, dated as of June 30, 2025, relating to the 2035 Notes (the “Twentieth Supplemental Indenture” and, collectively with the Nineteenth Supplemental Indenture and the Base Indenture, the “Indenture”), each among PSOC, the Company and the Trustee.
The 2030 Notes bear interest at 4.375% per annum and the 2035 Notes bear interest at 5.000% per annum, both accruing from June 30, 2025. Interest on the Notes is payable semi-annually on January 1 and July 1 of each year, commencing on January 1, 2026. The 2030 Notes will mature on July 1, 2030 and the 2035 Notes will mature on July 1, 2035. The Notes are PSOC’s direct, unsecured and unsubordinated obligations and will rank equally in right of payment with all of PSOC’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 2030 Notes or the 2035 Notes are redeemed on or after June 1, 2030 (one month prior to the applicable maturity date) or on or after April 1, 2035 (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 PSOC, 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 PSOC 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, the Nineteenth Supplemental Indenture and the Twentieth Supplemental Indenture, as applicable (including the forms of Notes), copies of which are attached as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 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 Nos. 333-283556 and 333-283556-01) filed by the Company and PSOC with the Securities and Exchange Commission (the “SEC”) on December 2, 2024. A prospectus supplement, dated June 26, 2025, 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.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
