Item 1.01 Entry Into a Material Definitive Agreement
Underwriting Agreement
On
The offering of the Notes was made pursuant to a shelf registration statement on
Form S-3 (File No. 333-231510) filed by the Company with the
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 revolving credit facility include, among other
financial institutions from time to time as lenders party thereto,
Supplemental Indenture
The Notes have been issued pursuant to an Indenture, dated as of
The Notes bear interest at a rate of 0.875% per annum. Interest on the Notes is
payable semi-annually on
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 Notes are redeemed on or after
The Indenture contains certain covenants that, among other things, limit the ability of the Company, 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 the Company 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 and the Supplemental Indenture (including the form of Notes), copies of which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and incorporated by reference herein.
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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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. 1.1 Underwriting Agreement, dated as ofJanuary 14, 2021 , by and among the Company andBofA Securities, Inc. ,J.P. Morgan Securities LLC andWells Fargo Securities, LLC , as managers of the several underwriters named therein. 4.1 Indenture, dated as ofSeptember 18, 2017 , betweenPublic Storage andWells Fargo Bank, National Association , as trustee. Filed withPublic Storage's Current Report on Form 8-K datedSeptember 18, 2017 and incorporated by reference herein. 4.2 Fourth Supplemental Indenture, dated as ofJanuary 19, 2021 , betweenPublic Storage andWells Fargo Bank, National Association , as trustee. 4.3 Form of Global Note representing the Notes (included in Exhibit 4.2). 5.1 Opinion ofHogan Lovells US LLP . 23.1 Consent ofHogan Lovells US LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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