Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-202624
October 11, 2016
PS BUSINESS PARKS, INC.
6,600,000 DEPOSITARY SHARES
EACH REPRESENTING 1/1000 OF A SHARE OF
5.20% CUMULATIVE PREFERRED STOCK, SERIES W
Final Term Sheet
| Issuer: |
PS Business Parks, Inc. (PSB) |
| Security: |
Depositary Shares Each Representing 1/1000 of a Share of 5.20% Cumulative Preferred Stock, Series W |
| Size: |
6,600,000 depositary shares |
| Over-allotment Option: |
990,000 depositary shares at $25.00 per depositary share |
| Type of Security: |
SEC Registered - Registration Statement No. 333-202624 |
| Public Offering Price: |
$25.00 per depositary share; $165,000,000 total (not including Over-allotment Option) |
| Underwriting Discounts: |
$0.7875 per share for Retail Orders; $4,951,800 total; and $0.50 per share for Institutional Orders; $156,000 total |
| Proceeds to the Company, before expenses: |
$159,892,200 total (not including Over-allotment Option) |
| Joint Book-Running Managers: |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Wells Fargo Securities, LLC |
Underwriting:
| Number of Firm Shares |
||||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated |
2,200,000 | |||
| Morgan Stanley & Co. LLC |
2,200,000 | |||
| Wells Fargo Securities, LLC |
2,200,000 | |||
| Distribution Rights: |
5.20% of the liquidation preference per annum; Distributions begin on December 31, 2016 (prorated from the Settlement Date) |
| Redemption: |
The depositary shares may not be redeemed until on or after October 20, 2021, except in order to preserve our status as a real estate investment trust. |
| Trade Date: |
October 11, 2016 |
| Settlement Date: |
October 20, 2016 (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: |
69360J 628 |
| ISIN Number: |
US69360J6284 |
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 Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free 1-800-294-1322, Morgan Stanley & Co. LLC toll-free 1-866-718-1649 or Wells Fargo Securities, LLC toll-free 1-800-645-3751.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
2