Exhibit (c)(1) PS Business Parks, Inc. Presentation to the Board of Directors November 21, 2022
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Selected Issuer Preferred Tender Offer Transactions Liquidation Preference of $100 or Lower Premium as a % of Amount Liquidation Transaction Pre-Announcement Offer Pre-Announcement 1 Launch Issuer Outstanding Preference Name Description Cap Price Price Premium Price Amount Tendered (Shares) ($) (Shares) ($) ($) ($) (Shares) (% of Outstanding) 9/14/2022 Navios Maritime Holdings Inc. 534,905 25.00 8.750% Series G Cumulative Redeemable Perpetual Preferred Stock Partial 12.85 15.73 2.88 22% 20,185 4% $20mm Cash Spend 9/14/2022 Navios Maritime Holdings Inc. 1,768,102 25.00 8.675% Series H Cumulative Redeemable Perpetual Preferred Stock Partial 12.92 15.28 2.36 18% 584,158 33% 11/10/2021 Lloyds Banking Group plc 56,472,211 1.00 6.475% Non-Cumulative Preference Shares Any & All -- 1.07 1.12 0.05 5% 9,200,000 16% 11/10/2021 Lloyds Banking Group plc 299,987,729 1.00 9.25% Non-Cumulative Irredeemable Preference Shares Any & All -- 1.60 1.67 0.08 5% 47,500,000 16% 11/10/2021 Lloyds Banking Group plc 55,740,886 1.00 9.75% Non-Cumulative Irredeemable Preference Shares Any & All -- 1.66 1.74 0.08 5% 12,100,000 22% 11/20/2020 Maiden Holdings, Ltd. 6,000,000 25.00 8.250% Non-Cumulative Preference Shares, Series A Partial 3,300,000 8.56 10.50 1.94 23% 545,218 9% 11/20/2020 Maiden Holdings, Ltd. 6,600,000 25.00 7.125% Non-Cumulative Preference Shares, Series C Partial 3,300,000 8.48 10.50 2.02 24% 1,203,466 18% 11/20/2020 Maiden Holdings, Ltd. 6,000,000 25.00 6.700% Non-Cumulative Preference Shares, Series D Partial 3,300,000 8.49 10.50 2.01 24% 1,078,911 18% 10/27/2020 SLM Corporation 4,000,000 100.00 Floating Rate Non-Cumulative Preferred Stock, Series B Partial 2,000,000 44.13 45.00 0.87 2% 1,489,304 37% 7/25/2019 Banc of California, Inc. 5,000,000 25.00 7.000% Non-Cumulative Perpetual Preferred Stock, Series E Partial 26.04 26.80 0.76 3% 980,928 20% $75mm Cash Spend 7/25/2019 Banc of California, Inc. 4,600,000 25.00 7.375% Non-cumulative Perpetual Preferred Stock, Series D Partial 26.74 26.04 (0.70) (3%) 734,823 16% 1/25/2016 Royal Bank of Canada 7,000,000 25.00 5.50% Noncumulative Perpetual First Preferred Shares, Series C-1 Any & All -- 25.32 26.00 0.68 3% 3,717,969 53% 1/25/2016 Royal Bank of Canada 4,000,000 25.00 6.750% Fixed Rate/Floating Rate Noncumulative First Preferred Shares, Series C-2 Any & All -- 28.85 30.00 1.15 4% 3,184,562 80% 4/23/2015 Ally Financial Inc. 40,870,560 25.00 Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A Partial 13,000,000 26.72 26.65 (0.07) (0%) 22,298,326 55% 2/3/2014 Connecticut Natural Gas Corporation 108,706 3.13 $3.125 Par Preferred Stock Any & All -- 5.75 10.25 4.50 78% 70,699 65% 5/31/2013 National Bank of Greece S.A. 25,000,000 25.00 Non-Cumulative Preference Shares, Series A Partial 22,500,000 9.13 12.50 3.37 37% 12,360,169 49% 11/7/2011 Strategic Hotels & Resorts, Inc. 5,750,000 25.00 8.25% Series C Cumulative Redeemable Preferred Stock Partial 26.00 26.50 0.50 2% 1,922,273 33% 11/7/2011 Strategic Hotels & Resorts, Inc. 4,600,000 25.00 8.25% Series B Cumulative Redeemable Preferred Stock Partial 4,716,981 25.70 26.50 0.80 3% 984,625 21% 11/7/2011 Strategic Hotels & Resorts, Inc. 4,488,750 25.00 8.50% Series A Cumulative Redeemable Preferred Stock Partial 25.61 26.70 1.09 4% 340,609 8% Average 14% 30% Median 5% 21% ____________________ Sources: BamSec, Bloomberg and Company Filings as of November 21, 2022. Note: Transaction list includes examples of fixed price tender offers of securities with a liquidation preference of $100 or below. (1) Bid Prices sourced from Bloomberg. 1
Selected Issuer Preferred Tender Offer Transactions Liquidation Preference Equal to $1,000 Premium as a % of Amount Liquidation Transaction Pre-Announcement Offer Pre-Announcement 1 Launch Issuer Outstanding Preference Name Description Cap Price Price Premium Price Amount Tendered (Shares) ($) (Shares) ($) ($) ($) (Shares) (% of Outstanding) 10/4/2021 Jollibee Worldwide Ptc. Ltd. 600,000 1 ,000.00 Guaranteed Senior Perpetual Capital Securities Partial 250,000 1,007.10 1,016.25 9.15 1% 237,000 40% 10/22/2020 Lenovo Perpetual Securities Limited 1,000,000 1 ,000.00 Preference Shares Any & All -- 1,049.13 1,052.00 2.87 0% 819,397 82% 6/7/2017 XLIT Ltd. 350,000 1 ,000.00 Series D Preference Ordinary Shares Partial 880.00 935.00 55.00 6% 27,205 8% $550mm 6/7/2017 XLIT Ltd. 1,000,000 1 ,000.00 Series E Preference Ordinary Shares Partial 878.15 930.00 51.85 6% 329,722 33% Cash Spend 6/7/2017 Catlin Insurance Company Ltd. 600,000 1 ,000.00 Non-Cumulative Preference Preferred Shares Partial 947.20 965.00 17.80 2% 46,635 8% 10/31/2016 Chase Capital II 485,150 1 ,000.00 Global Floating Rate Capital Securities, Series B Any & All -- 870.81 910.00 39.19 5% 278,593 57% 10/31/2016 First Chicago NBD Capital I 249,940 1 ,000.00 Floating Rate Preferred Securities Any & All -- 876.90 910.00 33.10 4% 157,908 63% 10/31/2016 Chase Capital III 297,960 1 ,000.00 Floating Rate Capital Securities, Series C Any & All -- 876.64 910.00 33.36 4% 221,937 74% 10/31/2016 Chase Capital VI 242,400 1 ,000.00 Floating Rate Capital Securities, Series F Any & All -- 880.30 900.00 19.70 2% 179,120 74% 10/31/2016 J.P. Morgan Chase Capital XIII 467,650 1 ,000.00 Floating Rate Capital Securities, Series M Any & All -- 816.77 870.00 53.23 7% 228,131 49% 10/31/2016 JPMorgan Chase Capital XXI 840,720 1 ,000.00 Floating Rate Capital Securities, Series U Any & All -- 806.23 850.00 43.77 5% 515,870 61% 10/31/2016 JPMorgan Chase Capital XXIII 646,469 1 ,000.00 Floating Rate Capital Securities, Series W Any & All -- 770.42 800.00 29.58 4% 50,582 8% 5.793% Fixed-to-Floating Normal Automatic Preferred Enhance Capital 7/20/2016 Goldman Sachs Capital II 1,252,839 1 ,000.00 Partial 778.81 830.00 51.19 7% 532,425 42% Securities 650,000 7/20/2016 Goldman Sachs Capital III 325,390 1 ,000.00 Floating Normal Automatic Enhanced Capital Securities Partial 750.11 830.00 79.89 11% 179,534 55% 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital 2/16/2016 Goldman Sachs Capital II 1,750,000 1 ,000.00 Partial 467,988 627.50 750.00 122.50 20% 1,004,696 57% Securities 2/16/2016 Goldman Sachs Capital III 500,000 1 ,000.00 Floating Rate Normal Automatic Preferred Enhanced Capital Securities Partial 157,012 621.25 750.00 128.75 21% 336,650 67% Average 6% 49% Median 5% 56% ____________________ Sources: BamSec, Bloomberg and Company Filings as of November 21, 2022. Note: Transaction list includes examples of fixed price tender offers of securities with a liquidation preference equal to $1,000. (1) Bid Prices sourced from Bloomberg. 2
Selected Preferred Yields in the Public REIT Market Listed Preferred Equity Preferred Credit Ratings Net Debt Weighted Average Liquidation Market Market Issuer Ticker Sector Preference Value Prem. / (Disc.) Moody's S&P / TEV + Pref. / TEV Dividend Rate Strip Yield PS Business Parks Industrial $755 $389 (49%) NR NR 64% 77% 5.1% 10.0% PS Business Parks (Implied Weighted Average 15.7% Premium) 8.5% Reflects $3.7bn of net debt as of 3Q22 Selected Unrated Public REIT Preferred Equity Pebblebrook Hotel Trust PEB Lodging $740 $504 (32%) NR NR 44% 60% 6.1% 9.1% Hersha Hospitality Trust HT Lodging 368 282 (23%) NR NR 36% 64% 6.6% 8.7% Global Net Lease GNL Net Lease 287 241 (16%) NR NR 57% 64% 7.1% 8.5% Summit Hotel Properties INN Lodging 260 184 (29%) NR NR 45% 57% 6.1% 8.6% National Storage Affiliates NSA Self-Storage 225 203 (10%) NR NR 36% 38% 6.0% 6.8% Urstadt Biddle Properties UBA Strip Centers 225 175 (22%) NR NR 24% 40% 6.1% 7.9% UMH Properties UMH MH 215 202 (6%) NR NR 34% 46% 6.4% 6.8% Sunstone Hotel Investors SHO Lodging 215 158 (26%) NR NR 22% 31% 5.9% 8.2% Saul Centers BFS Strip Centers 185 147 (20%) NR NR 43% 49% 6.1% 7.5% Gladstone Commercial GOOD Net Lease 177 134 (24%) NR NR 42% 54% 6.3% 8.4% Armada Hoffler Properties AHH Strip Centers 171 140 (18%) NR NR 46% 53% 6.8% 8.4% Ashford Hospitality Trust AHT Lodging 163 118 (27%) NR NR 89% 94% 7.6% 10.6% Chatham Lodging Trust CLDT Lodging 120 93 (22%) NR NR 37% 46% 6.6% 8.6% DiamondRock Hospitality DRH Lodging 119 118 (1%) NR NR 32% 36% 8.3% 8.5% Centerspace CSR Multifamily 97 95 (2%) NR NR 42% 55% 6.6% 6.8% Plymouth Industrial REIT PLYM Industrial 49 49 0% NR NR 49% 52% 7.5% 7.5% Braemar Hotels & Resorts BHR Lodging 40 38 (5%) NR NR 55% 81% 8.3% 8.8% Total / Weighted Average $3,657 $2,882 (21%) 44% 53% 6.5% 8.3% Selected Non-Investment Grade Rated Public REIT Preferred Equity Vornado Realty Trust VNO Office $1,220 $789 (35%) Ba1 BB 60% 68% 5.1% 8.0% Hudson Pacific Properties HPP Office 425 236 (44%) Ba1 BB 64% 72% 4.8% 8.8% SL Green Realty SLG Office 230 182 (21%) Ba3 BB 78% 80% 6.5% 8.3% American Homes 4 Rent AMH SFR 230 206 (10%) NR BB+ 25% 27% 6.1% 6.8% SITE Centers SITC Strip Centers 175 151 (14%) NR BB 39% 43% 6.4% 7.5% EPR Properties EPR Net Lease 150 106 (29%) Ba1 B+ 45% 51% 5.8% 8.1% Total / Weighted Average $2,430 $1,670 (31%) 52% 57% 5.4% 8.0% Selected Investment Grade Rated Public REIT Preferred Equity Public Storage PSA Self-Storage $4,350 $3,407 (22%) A3 BBB+ 10% 17% 4.5% 5.8% Digital Realty Trust DLR Data Centers 755 659 (13%) Baa3 BB+ 32% 34% 5.4% 6.3% Kimco Realty KIM Strip Centers 486 404 (17%) Baa2 BBB- 33% 35% 5.2% 6.3% Agree Realty ADC Net Lease 175 120 (31%) Baa2 BB+ 20% 22% 4.3% 6.2% Spirit Realty Capital SRC Net Lease 173 150 (13%) Baa3 BB+ 36% 38% 6.0% 7.0% Rexford Industrial Realty REXR Industrial 161 144 (11%) NR BBB- 14% 15% 5.7% 6.5% Federal Realty Investment Trust FRT Strip Centers 150 125 (17%) Baa2 BBB- 32% 33% 5.0% 6.0% Mid-America Apartment Communities MAA Multifamily 43 48 11% NR BBB 19% 19% 8.5% 7.8% Simon Property Group SPG Malls 40 47 19% NR BBB 44% 44% 8.4% 7.0% Total / Weighted Average $6,333 $5,105 (19%) 28% 31% 4.8% 6.0% ____________________ Source: Public filings, Bloomberg and FactSet, as of November 21, 2022. 3 Note: Dollars in millions. Sorted by liquidation preference of listed preferred equity. Except in the case of PSB, total enterprise value (“TEV”) defined as Equity Market Capitalization + Debt + Preferred Stock + Non-OP Noncontrolling Interest – Cash and Cash Equivalents. PSB TEV defined as 3Q22 Stockholders’ Equity (on common stockholder basis, adjusted to reflect the liquidation value of preferred equity rather than accounting carrying value) + Debt + Preferred Equity + Non-OP Noncontrolling Interest – Cash and Cash Equivalents.
10.200% 2022 Trading Yields – PSB Preferred vs. Select Indices (%) 10.170% 10.130% November 8, 2022: PS Business Parks, Inc. files 3Q22 Form 10-Q 10.000 9.580% July 20, 2022: 9.481% April 25, 2022: Affiliates of Blackstone Real Estate Blackstone to Buy PS Complete $7.6 Billion Acquisition (%) Business Parks, Inc. for 9.455% of PS Business Parks, Inc. $7.6 Billion 10.123% 9.389% 10.020% 10.000 8.750% 10.002% 8.000 7.410% 8.850% 6.940% 8.000 6.160% 6.000 7.020% 5.570% 4.390% 6.000 4.240% 5.600% 4.370% 4.000 3.895% 4.370% 3.716% 3.960% 4.000 3.060% 3.830% 3.060% 2.450% 2.450% 2.000 2.020% 2.020% 2.000 1.980% 0.880% 1.630% 1.630% 1.980% 1.060% 0.620% 0.900% 0.000 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 0.000 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 5.250% Series X Perpetual Preferred 5.200% Series Y Perpetual Preferred 4.875% Series Z Perpetual Preferred ICE BofA Perpetual Preferred Securities Index ICE BofA US High Yield Index ICE BofA US Corporate Index ICE BofA Current 30-Year US Treasury Index ICE BofA Current 10-Year US Treasury Index ____________________ Source: ICE Index Platform as of November 21, 2022. 4 Note: Market convention is to display the yield to the next call date if preferred securities are trading above par value, an d a strip yield if trading below par value.
10.200% 2022 Trading Prices – PSB Preferred vs. Select Indices (%) 10.170% 10.130% July 20, 2022: April 25, 2022: Affiliates of Blackstone Real Estate Blackstone to Buy PS Complete $7.6 Billion Acquisition Business Parks, Inc. for 10.000 of PS Business Parks, Inc. 9.580% November 8, 2022: $7.6 Billion 9.481% (%) PS Business Parks, Inc. files 3Q22 Form 10-Q 115.000 9.455% 9.389% 108.080% 8.750% 108.000% 8.000 105.000 104.770% 7.410% 103.880% 97.700% 103.180% 96.830% 6.940% 103.170% 95.000 6.160% 91.270% 6.000 88.190% 5.570% 87.030% 86.150% 85.000 4.390% 83.330% 4.240% 4.370% 4.000 3.895% 75.000 3.716% 3.060% 65.000 2.450% 2.000 2.020% 55.000 0.880% 1.630% 52.960% 1.980% 52.840% 49.560% 0.620% 0.000 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 45.000 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 5.250% Series X Perpetual Preferred 5.200% Series Y Perpetual Preferred 4.875% Series Z Perpetual Preferred ICE BofA Perpetual Preferred Securities Index ICE BofA US High Yield Index ICE BofA US Corporate Index ICE BofA Current 30-Year US Treasury Index ICE BofA Current 10-Year US Treasury Index ____________________ 5 Source: ICE Index Platform as of November 21, 2022.
Change in Yields – PSB Preferred Securities vs Selected Indices Current Yield vs. Since M&A Series 30 Days Ago 60 Days Ago 90 Days Ago 120 Days Ago 180 Days Ago Announcement 5.250% Series X Perpetual Preferred +113 bps +313 bps +322 bps +393 bps +465 bps +447 bps 5.200% Series Y Perpetual preferred +94 bps +313 bps +320 bps +375 bps +458 bps +441 bps 4.875% Series Z Perpetual Preferred +127 bps +318 bps +323 bps +380 bps +454 bps +427 bps ICE BofA Perpetual Preferred Securities Index (1 bps) +81 bps +88 bps +129 bps +205 bps +161 bps ICE BofA US High Yield Index (43 bps) +67 bps +42 bps +155 bps +247 bps +207 bps ICE BofA US Corporate Index (16 bps) +82 bps +91 bps +119 bps +194 bps +143 bps ICE BofA Current 30-Year US Treasury Index (2 bps) +57 bps +70 bps +64 bps +135 bps +93 bps ICE BofA 10-Year US Treasury Index +7 bps +84 bps +100 bps +92 bps +182 bps +113 bps ____________________ Source: ICE Index Platform as of November 21, 2022. 6
2022 Trading Volume – PSB Preferred Securities 5.250% Series X 5.200% Series Y 4.875% Series Z Perpetual Shares Perpetual Shares Perpetual Shares Total Month Volume Volume Volume Volume (SHR) ($mms) (% of Issue) (SHR) ($mms) (% of Issue) (SHR) ($mms) (% of Issue) (SHR) ($mms) (% of Issue) Amount Outstanding 9,200,000 230.0 8,000,000 200.0 13,000,000 325.0 30,200,000 755.0 100.0% 100.0% 100.0% 100.0% January 2022 2 18,815 5 .5 2.4% 1 66,816 4 .2 2.1% 3 82,289 9 .6 2.9% 7 67,920 19.2 2.5% February 2022 3 39,177 8 .5 3.7% 3 95,999 9.9 4.9% 9 40,846 2 3.5 7.2% 1,676,022 41.9 5.5% 3 63,780 9 .1 4.0% 3 88,132 9 .7 4.9% 7 16,721 1 7.9 5.5% 1,468,633 36.7 4.9% March 2022 April 2022 9 18,870 2 3.0 10.0% 7 74,811 1 9.4 9.7% 8 26,258 2 0.7 6.4% 2,519,939 63.0 8.3% 1,194,858 2 9.9 13.0% 7 42,789 1 8.6 9.3% 1,187,596 2 9.7 9.1% 3,125,243 78.1 10.3% May 2022 June 2022 5 88,400 1 4.7 6.4% 6 80,703 1 7.0 8.5% 9 18,993 2 3.0 7.1% 2,188,096 54.7 7.2% July 2022 6 99,526 1 7.5 7.6% 9 77,842 2 4.4 12.2% 1,266,767 3 1.7 9.7% 2,944,135 73.6 9.7% 8 00,049 2 0.0 8.7% 9 45,307 2 3.6 11.8% 9 94,949 2 4.9 7.7% 2,740,305 68.5 9.1% August 2022 September 2022 8 76,969 2 1.9 9.5% 7 97,823 1 9.9 10.0% 1,567,121 3 9.2 12.1% 3,241,913 81.0 10.7% 1,000,535 2 5.0 10.9% 1,078,580 2 7.0 13.5% 1,498,373 3 7.5 11.5% 3,577,488 89.4 11.8% October 2022 4 53,986 1 1.3 4.9% 4 96,771 1 2.4 6.2% 8 45,791 2 1.1 6.5% 1,796,548 44.9 5.9% November 2022 (Through 11/21/2022) 7,454,965 7,445,573 11,145,704 26,046,242 Total 186.4 81.0% 186.1 93.1% 278.6 85.7% 651.2 86.2% Avg Monthly Volume 677,724 16.9 7.4% 676,870 16.9 8.5% 1,013,246 25.3 7.8% 2,367,840 59.2 7.8% ____________________ Source: Bloomberg as of November 21, 2022. 7