Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-167458
January 7, 2013
PUBLIC STORAGE
18,000,000 DEPOSITARY SHARES
EACH REPRESENTING 1/1000 OF A 5.20% CUMULATIVE
PREFERRED SHARE OF BENEFICIAL INTEREST, SERIES W
Final Term Sheet
| Issuer: |
Public Storage (PSA) |
| Security: |
Depositary Shares Each Representing 1/1000 of a 5.20% Cumulative Preferred Share of Beneficial Interest, Series W |
| Size: |
18,000,000 depositary shares |
| Over-allotment Option: |
2,700,000 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; $450,000,000 total (not including over-allotment option) |
| Underwriting Discounts: |
$0.7875 per share for Retail Orders; $12,433,050 total; and $0.50 per share for Institutional Orders; $1,106,000 total |
| Proceeds to the Company, before expenses: |
$436,460,950 total (not including the over-allotment option) |
| 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 |
4,016,250 | |||
| Morgan Stanley & Co. LLC |
4,016,250 | |||
| UBS Securities LLC |
4,016,250 | |||
| Wells Fargo Securities, LLC |
4,016,250 | |||
| BNY Mellon Capital Markets, LLC |
135,000 | |||
| Credit Suisse Securities (USA) LLC |
135,000 | |||
| Deutsche Bank Securities Inc. |
135,000 | |||
| J.P. Morgan Securities LLC |
135,000 | |||
| Janney Montgomery Scott LLC |
135,000 | |||
| Oppenheimer & Co. Inc. |
135,000 | |||
| RBC Capital Markets, LLC |
135,000 | |||
| Robert W. Baird & Co. Incorporated |
135,000 | |||
| Wedbush Securities Inc. |
135,000 | |||
| Advisors Asset Management |
45,000 | |||
| B.C. Ziegler and Company |
45,000 | |||
| BB&T Capital Markets, a division of Scott & Stringfellow, LLC |
45,000 | |||
| C.L. King & Associates, Inc. |
45,000 | |||
| City Securities Corporation |
45,000 | |||
| D.A. Davidson & Co. |
45,000 | |||
| Davenport & Company LLC |
45,000 | |||
| HRC Investment Services, Inc. |
45,000 | |||
| J.J.B. Hilliard, W.L. Lyons, LLC |
45,000 | |||
| Keefe, Bruyette & Woods, Inc. |
45,000 | |||
| KeyBanc Capital Markets Inc. |
45,000 | |||
| Mesirow Financial, Inc. |
45,000 | |||
| Southwest Securities, Inc. |
45,000 | |||
| Sterne Agee & Leach, Inc. |
45,000 | |||
| Synovus Securities, Inc. |
45,000 | |||
| William Blair & Company, L.L.C. |
45,000 |
| Distribution Rights: |
5.20% of the liquidation preference per annum; Distributions begin on March 31, 2013 (prorated from the settlement date) |
| Redemption: |
The depositary shares may not be redeemed until on or after January 16, 2018, except in order to preserve our status as a real estate investment trust. |
| Trade Date: |
January 7, 2013 |
| Settlement Date: |
January 16, 2013 (T+7) |
| 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 875 |
| ISIN Number: |
US74460W8753 |
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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