Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-189100
November 20, 2014
PUBLIC STORAGE
7,000,000 DEPOSITARY SHARES
EACH REPRESENTING 1/1000 OF A 5.875% CUMULATIVE
PREFERRED SHARE OF BENEFICIAL INTEREST, SERIES A
Final Term Sheet
| Issuer: | Public Storage (PSA) | |
| Security: | Depositary Shares Each Representing 1/1000 of a 5.875% Cumulative Preferred Share of Beneficial Interest, Series A | |
| Size: | 7,000,000 depositary shares | |
| Over-allotment Option: | 1,000,000 depositary shares at $25.00 per depositary share | |
| Type of Security: | SEC Registered - Registration Statement No. 333-189100 | |
| Public Offering Price: | $25.00 per depositary share; $175,000,000 total (not including over-allotment option) | |
| Underwriting Discounts: | $0.7875 per share for Retail Orders; $4,835,250 total; and $0.50 per share for Institutional Orders; $430,000 total | |
| Proceeds to the Company, before expenses: | $169,734,750 total (not including the over-allotment option) | |
| Estimated Company Expenses: | $125,000, other than the underwriting discounts | |
| 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 |
1,750,000 | |||
| Morgan Stanley & Co. LLC |
1,750,000 | |||
| UBS Securities LLC |
1,750,000 | |||
| Wells Fargo Securities, LLC |
1,750,000 | |||
| Distribution Rights: | 5.875% of the liquidation preference per annum; Distributions begin on March 31, 2015 (prorated from the settlement date) | |
| Redemption: | The depositary shares may not be redeemed until on or after December 2, 2019, except in order to preserve our status as a real estate investment trust. | |
| Trade Date: | November 20, 2014 | |
| Settlement Date: | December 2, 2014 (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: | 74460W792 | |
| ISIN Number: | US74460W7920 | |
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 1-800-645-3751.
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