| Item 1.01 |
Entry Into a Material Definitive Agreement |
On September 26, 2025, Public Storage (the “Company”) and Public Storage Operating Company, a subsidiary of the Company (“PSOC”), entered into an underwriting agreement (the “Underwriting Agreement”) with BNP PARIBAS, Goldman Sachs & Co. LLC and Morgan Stanley & Co. International plc, as joint book-running managers of the several underwriters named therein (the “Underwriters”), for the sale of €425 million aggregate principal amount of senior notes due 2034 (the “Notes”). The Notes will be issued by PSOC and guaranteed by the Company.
The Notes will bear interest at an annual rate of 3.500%, will be issued at 99.447% of par value and will mature on January 20, 2034.
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 preliminary prospectus supplement, dated September 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 (the “Securities Act”).
The offering is expected to close on October 3, 2025, subject to the satisfaction of customary closing conditions. PSOC expects to use the net proceeds to repay the outstanding €242 million in aggregate principal amount of its 2.175% senior notes due November 2025 and for general corporate purposes, including to make investments in self-storage facilities (such as acquisitions of facilities or interests in entities that own facilities, development, and mortgage loans secured by facilities), repayment of debt and the redemption of outstanding securities.
The Underwriters have performed investment banking and advisory services for the Company and PSOC 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 and PSOC in the ordinary course of their business.
The lenders under PSOC’s revolving credit facility include, among other financial institutions from time to time as lenders party thereto, BNP Paribas, an affiliate of BNP PARIBAS; Goldman Sachs Bank USA, an affiliate of Goldman Sachs & Co. LLC; Morgan Stanley Bank, N.A., an affiliate of Morgan Stanley & Co. International plc; The Bank of Nova Scotia, an affiliate of Scotiabank (Ireland) Designated Activity Company and UBS AG, Stamford Branch, an affiliate of UBS AG London Branch.
PSOC and the Company made certain customary representations, warranties and covenants concerning the Company, PSOC and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make in respect of those liabilities.
A copy of the Underwriting Agreement is attached to this report as Exhibit 1.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.
