Item 8.01 Other Events.
On May 27, 2022, PS Business Parks, Inc. (the "Company") issued a press release
announcing the expiration of the "go-shop" period set forth in 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. 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 a preliminary
proxy statement on Schedule 14A on May 19, 2022 with the U.S. Securities and
Exchange Commission (the "SEC"). Promptly after filing its definitive proxy
statement with the SEC, PSB intends to mail the definitive proxy statement (the
"Proxy Statement") and a proxy card to each stockholder entitled to vote at the
special meeting relating to the proposed transaction. This press release is not
a substitute for the Proxy Statement or any other document that the Company 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 ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will
be able to obtain the documents (when available) free of charge at the SEC's
website, http://www.sec.gov. In addition, the documents (when 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.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of Company common
stock in respect of the proposed transaction. Information about the directors
and executive officers of the Company is set forth in the proxy statement for
the Company's 2022 annual meeting of stockholders, which was filed with the SEC
on March 25, 2022, in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, which was filed with the SEC on February 22, 2022
and in other documents filed by the Company with the SEC. Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the Proxy Statement and other relevant materials to be filed with
the SEC in respect of the proposed transaction when they become available.
Investors should read the Proxy Statement carefully when it becomes available
before making any voting or investment decisions.
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
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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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description
99.1 Press Release issued on May 27, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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