Public Storage — Capital/Financing Update 2021

Aug 10, 2021

FWP 1 d214657dfwp.htm FWP FWP

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-231510

August 10, 2021

PUBLIC STORAGE

5,000,000 DEPOSITARY SHARES

EACH REPRESENTING 1/1000 OF A 3.950% CUMULATIVE

PREFERRED SHARE OF BENEFICIAL INTEREST, SERIES Q

Final Term Sheet

Issuer:	Public Storage (PSA)
Security:	Depositary Shares Each Representing 1/1000 of a 3.950% Cumulative Preferred Share of Beneficial Interest, Series Q
Size:	5,000,000 depositary shares
Over-allotment Option:	750,000 depositary shares at $25.00 per depositary share
Type of Security:	SEC Registered—Registration Statement No. 333-231510
Public Offering Price:	$25.00 per depositary share; $125,000,000 total (not including over-allotment option)
Underwriting Discounts:	$0.7875 per share for Retail Orders; $3,505,635 total; and $0.50 per share for Institutional Orders; $274,200 total
	The underwriters have agreed to reimburse Public Storage expenses in an amount equal to $68,550
Proceeds to the Company, including expense reimbursement and before expenses:	$121,288,715 total (not including over-allotment option)
Estimated Company Expenses:	$450,000, other than the underwriting discounts
Use of Proceeds	The Company expects to use the net proceeds for general corporate purposes, including the potential redemption of its 4.900% Cumulative Preferred Shares, Series E, which are redeemable as of October 14, 2021.
Joint Book-Running Managers:	BofA Securities, Inc.
	Morgan Stanley & Co. LLC
	UBS Securities LLC
	Wells Fargo Securities, LLC
Underwriting:

	Number of Firm Shares
BofA Securities, Inc.	1,250,000
Morgan Stanley & Co. LLC	1,250,000
UBS Securities LLC	1,250,000
Wells Fargo Securities, LLC	1,250,000
Total	5,000,000

Distribution Rights:	3.950% of the liquidation preference per annum; Distributions begin on December 31, 2021 (prorated from the settlement date)
Redemption:	The depositary shares may not be redeemed until on or after August 17, 2026, except in order to preserve our status as a real estate investment trust
Trade Date:	August 10, 2021
Settlement Date:	August 17, 2021 (T+5)
Selling Concession:	$0.50 /depositary share for Retail Orders; $0.30/depositary share for Institutional Orders
Reallowance to other dealers:	$0.45/depositary share for Retail Orders
CUSIP Number:	74460W 446
ISIN Number:	74460W4463

The Issuer has filed a registration statement (including a prospectus with the SEC) and prospectus supplement for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus or prospectus supplement if you request it by calling or emailing (i) BofA Securities, Inc. toll-free at 1-800-294-1322 or dg.prospectus_requests@bofa.com; (ii) Morgan Stanley & Co. LLC toll-free at 1-866-718-1649; (iii) UBS Securities LLC toll-free at 1-888-827-7275; or (iv) Wells Fargo Securities, LLC toll-free at 1-800-645-3751.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

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