Blackstone Real Estate Partners IX L.P., managed by Blackstone Real Estate Advisors entered into a definitive agreement to acquire PS Business Parks, Inc. (NYSE:PSB) from Public Storage (NYSE:PSA) and others for $6.6 billion on April 24, 2022. As per the terms of the transaction, Blackstone shall acquire all outstanding shares of common stock of PSB for $187.50 per share in an all-cash transaction. The transaction will also include the acquisition of 20.9% stake of Public Storage's limited partner equity interests in PSB's operating partnership. Subject to the terms and conditions set forth in the merger agreement, each share of PSB common stock and each common unit of partnership interest will be converted into the right to receive an amount in cash equal to $187.5, without interest. If the transaction is consummated, Public Storage expect to receive approximately $2.7 billion of cash proceeds in exchange for the approximate 41% common equity interest we hold in PSB. The agreement includes a “go-shop” period that will expire 30 days from today on May 25, 2022. PS Business Parks shall pay a termination fee of $220 million to Blackstone and Blackstone shall pay a termination fee of $735 million. The deal is subject to approval by PSB's stockholders and other customary closing conditions. The transaction has been unanimously approved by PSB's Board of Directors. The “go-shop” period expired on May 25, 2022. The special meeting of common stockholders of PS Business Parks, Inc. to be held on July 15, 2022 to approve the transaction. As of July 15, 2022, the shareholders of PSB has approved the deal. The transaction is expected to close in the third quarter of 2022. The transaction is expected to close on or around July 20, 2022.

Brian M. Stadler, Matthew B. Rogers, Sas Mehrara, Whitney Salinas, Nancy Mehlman, Andrew Blau and Jonathan Ozner of Simpson Thacher & Bartlett LLP is serving as Blackstone's legal counsels. J.P. Morgan Securities LLC is acting as lead financial advisor to PSB and provided a fairness opinion to the PSB Board of Directors in connection with the transaction. Eastdil Secured is acting as real estate advisor to PSB and is also acting as a co-financial advisor to PSB. Adam O. Emmerich and Viktor Sapezhnikov of Wachtell, Lipton, Rosen & Katz is serving as PSB's legal advisors. D.F. King & Co., Inc. served as proxy solicitor of to assist in the solicitation of proxies for a fee of $15,000. The Company has agreed to pay J.P. Morgan an estimated fee of up to $32.0 million, $3.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the mergers. BofA Securities, Citigroup Global Markets Inc., Barclays, Morgan Stanley & Co. LLC and Societe Generale served as Blackstone's financial advisors. Latham & Watkins LLP acted as legal advisor to Public Storage (NYSE:PSA) in the transaction.

Blackstone Real Estate Partners IX L.P., managed by Blackstone Real Estate Advisors completed the acquisition of PS Business Parks, Inc. (NYSE:PSB) from Public Storage (NYSE:PSA) and others on July 20, 2022.