Affiliates of Blackstone Real Estate to Acquire PS Business Parks, Inc. for $7.6 Billion
GLENDALE, Calif. and NEW YORK, April 25, 2022–(Business enterprise WIRE)–PS Small business Parks, Inc. (NYSE:PSB) (“PSB” or the “Organization”) and Blackstone (NYSE:BX) now announced that they have entered into a definitive settlement less than which affiliates of Blackstone True Estate (“Blackstone”) will get all exceptional shares of typical stock of PSB for $187.50 for every share in an all-funds transaction valued at somewhere around $7.6 billion, such as transaction bills. The invest in rate represents a premium of around 15{d4d1dfc03659490934346f23c59135b993ced5bc8cc26281e129c43fe68630c9} to the volume weighted regular share selling price about the past 60 days.
Beneath the conditions of the arrangement, which has been unanimously permitted by PSB’s Board of Administrators, Blackstone will purchase PSB’s 27 million sq. foot portfolio of industrial, business enterprise park, conventional business, and multifamily properties found mainly in California, Miami, Texas and Northern Virginia.
“I am incredibly proud of every thing we have achieved at PS Small business Parks. This transaction is an extraordinary final result for our stockholders and a testament to the extraordinary firm and portfolio of large-excellent assets our group has developed, obtained and enhanced in excess of the many years,” explained Stephen W. Wilson, President and Main Govt Officer of PSB.
David Levine, Co-Head of Americas Acquisitions for Blackstone Actual Estate, added, “We are energized to add PS Business enterprise Parks’ company park, office environment and industrial property to our portfolio and glance forward to leveraging our abilities to provide the finest probable company and encounter for PSB’s shoppers.”
Transaction Facts
The transaction is expected to near in the third quarter of 2022, subject to approval by PSB’s stockholders and other customary closing situations. The merger agreement involves a “go-shop” time period that will expire 30 times from nowadays on May possibly 25, 2022, which permits PSB and its representatives to actively solicit and look at substitute acquisition proposals to receive PSB. PSB has the appropriate to terminate the definitive merger agreement with Blackstone to enter into a remarkable proposal, subject matter to the payment of a termination cost and certain other terms and conditions of the definitive merger arrangement. There can be no assurance that this procedure will final result in a outstanding proposal, and PSB does not intend to disclose developments with regard to the go-store course of action unless of course and till it determines these kinds of disclosure is correct or is if not needed.
PSB’s 3 remarkable collection of desired stock, and affiliated depositary shares, will keep on being outstanding in accordance with their phrases next the closing. We currently intend to proceed to have the depositary shares representing our chosen inventory mentioned on the NYSE with general public reporting so extensive as there is at minimum $75 million combination liquidation benefit of desired inventory exceptional.
Community Storage (NYSE:PSA), which holds around 25.9{d4d1dfc03659490934346f23c59135b993ced5bc8cc26281e129c43fe68630c9} of the superb shares of PSB frequent inventory, has agreed to vote its shares in favor of the transaction, matter to the conditions of a aid agreement among Community Storage, the Company and an affiliate of Blackstone, which support agreement will terminate immediately on the termination of the merger arrangement, together with in connection with a termination of the merger agreement by PSB to enter into a top-quality proposal. The transaction will also contain the acquisition of Public Storage’s constrained companion fairness interests in PSB’s operating partnership at the identical per device value of $187.50.
From the date of the merger settlement by way of the closing of the transaction, PSB could declare and spend common, quarterly income distributions to holders of its popular stock and to holders of its functioning partnership’s models, in an sum of up to $1.05 per share or device, including a pro rata distribution in regard of any stub period. Also, PSB is permitted to declare and shell out standard quarterly dividends on its shares of most well-liked stock.
As a final result of today’s announcement, PSB does not assume to host a meeting contact and webcast to examine its financial success for the quarter finished March 31, 2022, which experienced beforehand been scheduled for May well 3, 2022.
Advisors
Simpson Thacher & Bartlett LLP is serving as Blackstone’s legal counsel. J.P. Morgan Securities LLC is acting as lead money advisor to PSB and supplied a fairness belief to the PSB board of directors in connection with the transaction. Eastdil Secured is performing as true estate advisor to PSB and is also performing as a co-fiscal advisor to PSB. Wachtell, Lipton, Rosen & Katz is serving as PSB’s lawful advisor.
Blackstone Serious Estate
Blackstone is a international chief in actual estate investing. Blackstone’s true estate business enterprise was launched in 1991 and has US $298 billion of trader funds below administration. Blackstone is the premier owner of professional serious estate globally, proudly owning and running assets throughout just about every key geography and sector, like logistics, residential, business office, hospitality and retail. Our opportunistic money find to purchase undermanaged, properly-found assets across the globe. Blackstone’s Main+ small business invests in considerably stabilized serious estate property globally, as a result of each institutional approaches and tactics tailor-made for earnings-concentrated specific investors including Blackstone Genuine Estate Revenue Have faith in, Inc. (BREIT), a U.S. non-mentioned REIT, and Blackstone’s European produce-oriented technique. Blackstone Authentic Estate also operates a person of the primary international serious estate personal debt organizations, giving complete funding remedies across the cash construction and risk spectrum, together with management of Blackstone Home finance loan Rely on (NYSE: BXMT).
About PS Small business Parks
PS Company Parks, Inc., an S&P MidCap 400 enterprise, is a REIT that acquires, develops, owns, and operates industrial attributes, predominantly multi-tenant industrial, industrial-flex, and small-increase suburban office place. Situated mainly in key coastal marketplaces, PS Small business Parks’ 96 houses provide close to 4,900 tenants in 27 million sq. feet of room as of March 30, 2022. The portfolio also includes 800 residential models (inclusive of models in-procedure). Additional information about PS Small business Parks, Inc. is readily available on the Company’s web-site, which can be observed at psbusinessparks.com.
More Information and facts and Where to Find It
In link with the proposed transaction, the Firm will file appropriate elements with the U.S. Securities and Trade Commission (the “SEC”), like the Company’s proxy assertion on Routine 14A (the “Proxy Statement”). This push launch is not a substitute for the Proxy Statement or any other doc that the Organization could file with the SEC or ship to its stockholders in relationship with the proposed transactions. Before Making ANY VOTING Determination, STOCKHOLDERS OF THE Organization ARE URGED TO Study ALL Appropriate Paperwork Filed WITH THE SEC, Including THE PROXY Statement, WHEN THEY Turn out to be Out there Mainly because THEY WILL Contain Vital Info ABOUT THE PROPOSED TRANSACTION. Buyers and security holders will be equipped to get the documents (when out there) totally free of demand at the SEC’s web site, http://www.sec.gov. In addition, the files (when accessible) may perhaps be obtained no cost of demand by accessing the Trader Relations section of the Company’s web site at https://ir.psbusinessparks.com or by getting in contact with the Company’s Trader Relations by e-mail at [email protected].
Participants in the Solicitation
The Business and its administrators and executive officers may well be deemed to be participants in the solicitation of proxies from the holders of Enterprise popular stock in regard of the proposed transaction. Info about the directors and govt officers of the Firm is established forth in the proxy statement for the Company’s 2022 once-a-year conference of stockholders, which was filed with the SEC on March 25, 2022, in the Company’s Annual Report on Kind 10-K for the fiscal 12 months finished December 31, 2021, which was submitted with the SEC on February 22, 2022 and in other files submitted by the Enterprise with the SEC. Other info relating to the individuals in the proxy solicitation and a description of their immediate and oblique pursuits, by protection holdings or if not, will be contained in the Proxy Assertion and other appropriate supplies to be submitted with the SEC in regard of the proposed transaction when they turn into out there. Investors really should read the Proxy Statement carefully when it gets to be readily available ahead of creating any voting or expense conclusions.
Ahead-Searching Statements
This push launch has forward-looking statements inside of the meaning of the Non-public Securities Litigation Reform Act of 1995 and other federal securities legal guidelines. For this goal, any statements contained herein that are not statements of historic simple fact may perhaps be considered to be ahead-looking statements. Without the need of limiting the foregoing, the words “may perhaps,” “will,” “believes,” “anticipates,” “strategies,” “expects,” “seeks,” “estimates,” “intends” and related expressions are supposed to detect forward-searching statements. These forward-hunting statements are centered upon present anticipations, estimates and projections and beliefs of and assumptions, require uncertainty that could induce the genuine success, functionality or achievements to be materially distinctive from any potential final results, effectiveness or achievements expressed or implied by these forward-searching statements and are not guaranteed to come about. There are a quantity of significant things that could have a material adverse outcome on our operations, long term potential customers and the proposed transaction, like but not restricted to: the event of any function, change or other circumstance that could give rise to the termination of the merger arrangement between the Organization and Blackstone’s affiliate marketers the failure to receive the acceptance of the Company’s stockholders of the proposed transaction or the failure to satisfy any of the other conditions to the completion of the proposed transaction stockholder litigation in connection with the proposed transaction, which may impact the timing or occurrence of the proposed transaction or outcome in major costs of protection, indemnification and liability the impact of the announcement of the proposed transaction on the potential of the Enterprise to retain and employ critical personnel and sustain interactions with its tenants, vendors and other individuals with whom it does company, or on its running outcomes and enterprises normally risks involved with the disruption of management’s notice from ongoing small business functions owing to the proposed transaction the means to meet up with anticipations relating to the timing and completion of the proposed transaction and considerable transaction expenditures, fees, expenses and expenses. There can be no assurance that the proposed transaction or any other transaction explained over will in simple fact be consummated in the envisioned time frame, on the envisioned terms or at all. For further more discussion of the components that could have an impact on outcomes, please refer to the possibility things established forth in Product 1A of the Company’s Once-a-year Report on Type 10-K filed by the Firm with the SEC on February 22, 2022, and subsequent filings by the Enterprise with the SEC. In mild of the major uncertainties inherent in the forward-searching statements involved herein, the inclusion of these facts must not be regarded as a representation by us or any other man or woman that our goals and designs will be reached. Any forward-seeking assertion speaks only as of the date on which it is built. What’s more, we presume no obligation to update these forward-on the lookout statements to reflect genuine outcomes, modifications in assumptions or alterations in other aspects impacting these kinds of forward-seeking statements, besides as essential by regulation. Buyers need to not location undue reliance upon these ahead-on the lookout statements. The Business claims the safe and sound harbor safety for ahead searching statements contained in the Non-public Securities Litigation Reform Act of 1995.
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Contacts
Blackstone
Jillian Kary
(212) 583-5379
PS Company Parks
Adeel Khan
(818) 244-8080, Ext 8975
