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 | ||||||
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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