ps_fwp030612.htm


Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-167458
March 6, 2012
 
PUBLIC STORAGE
17,000,000 DEPOSITARY SHARES
EACH REPRESENTING 1/1000 OF A 5.750% CUMULATIVE
PREFERRED SHARE OF BENEFICIAL INTEREST, SERIES T
 
 

 
 
Final Term Sheet
 
 
Issuer:
Public Storage (PSA)
 
Security:
Depositary Shares Each Representing 1/1000 of a 5.750% Cumulative Preferred Share of Beneficial Interest, Series T
 
Size:
17,000,000 depositary shares
 
Over-allotment Option:
2,550,000 depositary shares at $25.00 per depositary share
 
Type of Security:
SEC Registered - Registration Statement No. 333-167458
 
Public Offering Price:
$25.00 per depositary share; $425,000,000 total (not including over-allotment option)
 
Underwriting Discounts:
$0.7875 per share for Retail Orders; $11,532,150 total; and $0.50 per share for Institutional Orders; $1,178,000 total
 
Proceeds to the Company, before expenses:
$412,289,850 total
 
Estimated Company Expenses:
$800,000, other than the underwriting discount
 
Use of Proceeds:
We expect to use the net proceeds, together with cash on hand, to redeem our  depositary shares representing interests in our 6.625% Cumulative Preferred Shares, Series M at $25.00 per share, for a total redemption price of approximately $476.6 million, plus the accrued and unpaid dividends.
 
Joint Book-Running Managers:
Merrill Lynch, Pierce, Fenner & Smith
 
                      Incorporated
 
Morgan Stanley & Co. LLC
 
UBS Securities LLC
 
Wells Fargo Securities, LLC

 
 
 
 
 
Underwriting:
 
 
Number of
Firm Shares
Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated
 
3,718,750
Morgan Stanley & Co. LLC
3,718,750
UBS Securities LLC
3,718,750
Wells Fargo Securities, LLC
3,718,750
Credit Suisse Securities (USA) LLC
127,500
Deutsche Bank Securities Inc.
127,500
J.P. Morgan Securities LLC
127,500
Janney Montgomery Scott LLC
127,500
Morgan Keegan & Company, Inc.
127,500
Oppenheimer & Co. Inc.
127,500
Pershing LLC
127,500
Raymond James & Associates, Inc.
127,500
RBC Dain Rauscher Inc.
127,500
Robert W. Baird & Co. Incorporated
127,500
Stifel, Nicolaus & Company, Incorporated
127,500
Advisors Asset Management
42,500
BB&T Capital Markets, a division of Scott & Stringfellow, LLC
42,500
B.C. Ziegler and Company
42,500
Boenning & Scattergood, Inc.
42,500
C.L. King & Associates, Inc.
42,500
City Securities Corporation
42,500
D.A. Davidson & Co.
42,500
Davenport & Company LLC
42,500
HRC Investment Services, Inc.
42,500
J.J.B. Hilliard, WL Lyons LLC
42,500
Keefe, Bruyette & Woods, Inc.
42,500
KeyBanc Capital Markets Inc.
42,500
Mesirow Financial, Inc.
42,500
Sterne, Agee & Leach, Inc.
42,500
Synovus Securities, Inc.
42,500
Wedbush Securities Inc.
42,500
William Blair & Company, LLC
42,500

 
Distribution Rights:
5.750% of the liquidation preference per annum; Distributions begin on June 30, 2012 (prorated from the settlement date)
 
Redemption:
The depositary shares may not be redeemed until on or after March 13, 2017, except in order to preserve our status as a real estate investment trust.
 
Trade Date:
March 6, 2012
 
Settlement Date:
March 13, 2012 (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:
74460W404
 
ISIN Number:
US74460W4042
 
 
 
 
 
 
 
Change to the “Prospectus Supplement Summary—Recent Developments” section in the Preliminary Prospectus Supplement:

The following paragraph is added under the heading “Prospectus Supplement Summary – Recent Developments” in the Preliminary Prospectus Supplement:

On March 5, 2012, we announced we are calling for redemption all of our outstanding 6.625% Cumulative Preferred Shares, Series M.  The redemption will occur on April 11, 2012.  The aggregate redemption amount to be paid to all holders of the depositary shares, before payment of accrued dividends, is approximately $476.6 million.

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 (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free 1-800-294-1322; (ii) Morgan Stanley & Co. LLC toll-free 1-866-718-1649; (iii) UBS Securities LLC toll-free 1-877-827-6444, ext. 561-3884; or (iv) Wells Fargo Securities, LLC toll-free 1-800-326-5897.

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