Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-167458
July 19, 2011
PUBLIC STORAGE
17,000,000 DEPOSITARY SHARES
EACH REPRESENTING 1/1000 OF A 6.35% CUMULATIVE
PREFERRED SHARE OF BENEFICIAL INTEREST, SERIES R
Final Term Sheet
| Issuer: |
Public Storage (PSA) |
| Security: |
Depositary Shares Each Representing 1/1000 of a 6.35% Cumulative Preferred Share of Beneficial Interest, Series R |
| 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; $11,973,543.75 total; and $0.50 per share for Institutional Orders; $897,750.00 total |
| Proceeds to the Company, before expenses: |
$412,128,706.25 total |
| Estimated Company Expenses: |
$575,000, other than the underwriting discount |
| Use of Proceeds: |
We expect to use the net proceeds from this offering to redeem depositary shares representing interests in our 7.25% Cumulative Preferred Shares, Series K at $25.00 per share, together with accrued and unpaid dividends. If all such shares were redeemed, the total redemption amount would be approximately $424.8 million plus the accrued and unpaid dividends. The Series K preferred shares may be redeemed on or after August 8, 2011. |
| 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 |
3,580,625 | |||
| Morgan Stanley & Co. LLC |
3,580,625 | |||
| UBS Securities LLC |
3,580,625 | |||
| Wells Fargo Securities, LLC |
3,580,625 | |||
| J.P. Morgan Securities LLC |
340,000 | |||
| RBC Capital Markets, LLC |
680,000 | |||
| HSBC Securities (USA) Inc. |
85,000 | |||
| Janney Montgomery Scott LLC |
85,000 | |||
| Morgan Keegan & Company, Inc. |
85,000 | |||
| Oppenheimer & Co. Inc. |
85,000 | |||
| Pershing LLC |
85,000 | |||
| Raymond James & Associates, Inc. |
85,000 | |||
| Robert W. Baird & Co. Incorporated |
85,000 | |||
| Stifel, Nicolaus & Company, Incorporated |
85,000 | |||
| Advisors Asset Management |
42,500 | |||
| Ameriprise Advisors Services, Inc. |
42,500 | |||
| BB&T Capital Markets, a division of Scott & Stringfellow, LLC |
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 | |||
| Drexel Hamilton, LLC |
42,500 | |||
| Halliday (HRC Investements Inc.) |
42,500 | |||
| J.J.B. Hilliard, W.L. Lyons, Inc. |
42,500 | |||
| Jefferies & Co. |
42,500 | |||
| Keefe, Bruyette & Woods, Inc. |
42,500 | |||
| KeyBanc Capital Markets |
42,500 | |||
| Mesirow Financial, Inc. |
42,500 | |||
| Sanders Morris Harris Inc. |
42,500 | |||
| Sterne, Agee & Leach, Inc. |
42,500 | |||
| Stone & Youngberg LLC |
42,500 | |||
| Synovus Securities, Inc. |
42,500 | |||
| U.S. Bancorp Investment, Inc. |
42,500 | |||
| Wedbush Morgan Securities Inc. |
42,500 | |||
| William Blair & Company, L.L.C. |
42,500 | |||
| Ziegler Capital Markets Group |
42,500 | |||
| Distribution Rights: |
6.35% of the liquidation preference per annum; Distributions begin on September 30, 2011 (prorated from the settlement date) |
| Redemption: |
The depositary shares may not be redeemed until on or after July 26, 2016, except in order to preserve our status as a real estate investment trust. |
| Trade Date: |
July 19, 2011 |
| Settlement Date: |
July 26, 2011 (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: |
74460D125 |
| ISIN Number: |
US74460D1256 |
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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