8-K12B
filed August 14, 2023, 7:59 PM ET
ticker PSA
CIK 0001393311
other material
confidence high
sentiment neutral
materiality 0.30
Public Storage completes UPREIT reorganization; common shares trade unchanged on NYSE
Public Storage
- Old PSA renamed Public Storage Operating Co; New PSA inherits 'Public Storage' name.
- Each old common share converted 1:1 into new common share; same ticker (PSA) and CUSIP.
- Board of trustees and executive officers unchanged after the Merger.
- New PSA guarantees Old PSA's $1.5B credit facility and unsecured notes.
- Reorganization qualifies as tax-free reorganization under Section 368(a); no gain/loss for shareholders.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Public Storage: Effective upon the merger, New PSA's Amended and Restated Bylaws became effective, reflecting the name change to 'Public Storage' and non-substantive revisions related to the Reorganization (effective 2023-08-14).
- Change
- bylaw amendment
- Effective
- 2023-08-14
Exact text from the filing
On August 14, 2023, after the Effective Time, the Amended and Restated Declaration of Trust and Amended and Restated Bylaws of New PSA became effective.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Public Storage: Effective upon the merger, New PSA's Amended and Restated Declaration of Trust became effective, with changes only for the name change to 'Public Storage' and non-substantive revisions related to the Reorganization (effective 2023-08-14).
- Change
- charter amendment
- Effective
- 2023-08-14
Exact text from the filing
On August 14, 2023, after the Effective Time, the Amended and Restated Declaration of Trust and Amended and Restated Bylaws of New PSA became effective.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Public Storage entered into Sixteenth Supplemental Indenture with Computershare Trust Company, N.A. (effective 2023-08-14).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Computershare Trust Company, N.A.
- Effective
- 2023-08-14
Exact text from the filing
on August 14, 2023, Old PSA and New PSA entered into a supplemental indenture (the "Sixteenth Supplemental Indenture") with Computershare Trust Company, N.A.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Public Storage entered into Merger Agreement.
- Action
- entry
- Agreement
- merger
Exact text from the filing
Merger Agreement As disclosed above, the Merger became effective at the Effective Time. The Merger was approved by Old PSA’s board of trustees.
View on SEC.gov
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