Item 8.01 Other Events.
On July 8, 2022, PS Business Parks, Inc. (the "Company") issued a press release
announcing that it expects to complete its previously announced transaction (the
"Transaction") with affiliates of Blackstone Real Estate ("Blackstone") on or
around July 20, 2022 following the special meeting of the Company's common
stockholders on July 15, 2022. The completion of the Transaction remains subject
to approval by the Company's common stockholders and other customary closing
conditions. Additionally, the Company announced that on July 8, 2022 the
Company's board of directors declared (i) a prorated quarterly cash dividend on
the Company's common stock and (ii) a cash dividend of $5.25 per share of the
Company's common stock, each payable immediately before the effective time of
the merger of PS Business Parks, L.P. with an affiliate of Blackstone, to
holders of record as of the close of business on the business day immediately
preceding the closing date of the Transaction and contingent upon the approval
of the merger of the Company with an affiliate of Blackstone by the Company's
stockholders, the satisfaction or waiver of the other conditions to the
Transaction and the previously announced Agreement and Plan of Merger, dated as
of April 24, 2022, by and among the Company, Sequoia Parent LP, Sequoia Merger
Sub I LLC, Sequoia Merger Sub II LLC and PS Business Parks, L.P. not having been
terminated. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed Transaction, the Company filed with the SEC the
Proxy Statement on June 8, 2022 and commenced mailing of the Proxy Statement to
holders of the Company's common stock. The Company may also file other relevant
documents with the SEC regarding the proposed Transaction. This Current Report
on Form 8-K is not a substitute for the Proxy Statement or any other document
that the Company has filed or may file with the SEC or send to its stockholders
in connection with the proposed Transaction. BEFORE MAKING ANY VOTING DECISION,
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN, AND WILL CONTAIN, IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders are able to obtain the Proxy Statement and other
documents filed with the SEC by the Company (in the case of such other
documents, when they become available) free of charge at the SEC's website,
http://www.sec.gov. In addition, the Proxy Statement and other documents filed
with the SEC by the Company (in the case of such other documents, when they
become available) may be obtained free of charge by accessing the Investor
Relations section of the Company's website at https://ir.psbusinessparks.com or
by contacting the Company's Investor Relations by email at
info@psbusinessparks.com.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and other
federal securities laws. For this purpose, any statements contained herein that
are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words "may," "will," "believes,"
"anticipates," "plans," "expects," "seeks," "estimates," "intends" and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements are based upon present expectations, estimates and
projections and beliefs of and assumptions, involve uncertainty that could cause
the actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements and are not guaranteed to occur. There are a number
of important factors that could have a material adverse effect on our
operations, future prospects and the proposed Transaction, including but not
limited to: the occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement between the Company and
Blackstone's affiliates; the failure to obtain the approval 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 affect the
timing or occurrence of the proposed Transaction or result in significant costs
of defense, indemnification and liability; the effect of the announcement of the
proposed Transaction on the ability of the Company to retain and hire key
personnel and maintain relationships with its tenants, vendors and others with
whom it does business, or on its operating results and businesses generally;
risks associated with the disruption of management's attention from ongoing
business operations due to the proposed Transaction; the ability to meet
expectations regarding the timing and completion of the proposed Transaction;
and significant Transaction costs, fees, expenses and charges. There can be no
assurance that the proposed Transaction or any other Transaction described above
will in fact be consummated in the expected time frame, on the expected terms or
at all. For further discussion of the factors that could affect outcomes, please
refer to the risk factors set forth in Item 1A of the Company's Annual Report on
Form 10-K filed by the Company with the SEC on February 22, 2022, and subsequent
filings by the Company with the SEC. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by us or any other
person that our objectives and plans will be achieved. Any forward-looking
statement speaks only as of the date on which it is made. Moreover, we assume no
obligation to update these forward-looking statements to reflect actual results,
changes in assumptions or changes in other factors affecting such
forward-looking statements, except as required by law. Investors should not
place undue reliance upon these forward-looking statements. The Company claims
the safe harbor protection for forward looking statements contained in the
Private Securities Litigation Reform Act of 1995.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description
99.1 Press Release issued on July 8, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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