8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 18, 2012

EQUITY RESIDENTIAL

(Exact name of registrant as specified in its charter)

Maryland	1-12252	13-3675988
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

ERP OPERATING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Illinois	0-24920	36-3894853
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
Two North Riverside Plaza Suite 400, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 474-1300

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14-d(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Amendment to Other Interest Agreement

As previously disclosed, ERP Operating Limited Partnership (“ERP”) and certain affiliates of Bank of America Corp. and Barclays PLC (together, the “Sellers”), are parties to an Other Interest Agreement dated as of December 2, 2011 (as amended on February 17, 2012, the “Other Interest Agreement”). Pursuant to the Other Interest Agreement, at any time from January 20, 2012 through and including April 19, 2012 (the “Exercise Period”), ERP is entitled, but not obligated, to exercise its right to acquire the remaining 26.5% interest held by the Sellers (the “Other Interests”) in various entities affiliated with Archstone, a privately-held owner, operator and developer of multifamily apartment properties (the “Archstone Entities”).

On April 18, 2012, ERP and the Sellers entered into the Second Amendment to Other Interest Agreement (the “Amendment”) extending the Exercise Period through May 21, 2012, and increasing the total minimum consideration to be paid by ERP to the Sellers upon the exercise of its rights under the Other Interest Agreement to $1,500,000,000. Other than as set forth in the Amendment, the terms of the Other Interest Agreement remain in full force and effect as previously disclosed.

Other Matters

Certain affiliates of the Sellers have performed investment banking, commercial banking and advisory services for ERP and its affiliates from time to time for which they have received customary fees and reimbursement of expenses. Certain affiliates of the Sellers may, from time to time, engage in transactions with and perform services for ERP in the ordinary course of their business for which they will receive customary fees and reimbursement of expenses. In addition, certain of the Sellers or their affiliates are lenders, and in some cases agents or arrangers for the lenders, under ERP’s unsecured revolving credit facility and certain other credit facilities.

The foregoing description of the Other Interest Agreement, as amended by the Amendment, is not complete and is subject to and qualified in its entirety by reference to the Other Interest Agreement and the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.

ITEM 7.01 REGULATION FD DISCLOSURE.

On April 18, 2012, Equity Residential issued a press release announcing the execution of the Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Equity Residential or ERP under the Securities Act of 1933, as amended.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K, and other statements that ERP or Equity Residential may make, including statements about the benefits of the acquisition of any interests in the Archstone Entities, may contain forward-looking statements that involve numerous risks and uncertainties. The statements contained in this Current Report on Form 8-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, including, without limitation, statements regarding the expected benefits and closing of the acquisition, the management of ERP’s expectations, beliefs and intentions. All forward-looking statements included in this communication are based on information available to Equity Residential and ERP on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on Equity Residential’s or ERP’s results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither Equity Residential, ERP nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond ERP’s and Equity Residential’s control. These factors include, at a minimum: any determination regarding the exercise of ERP’s rights under the Other Interest Agreement as amended by the Amendment; any exercise of the right of first offer; failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals; failure to consummate or delay in consummating the acquisition for other reasons; changes in laws or regulations; failure of the investment in the Archstone Entities to perform as expected, even in the event an acquisition is consummated; inability to influence the operations and control of the Archstone Entities following consummation of any such acquisition; and changes in general economic conditions. ERP and Equity Residential undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information, please refer to ERP’s and Equity Residential’s most recent Form 10-K, 10-Q and 8-K reports filed with the SEC.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number	Description
10.1	Second Amendment to Other Interest Agreement, dated April 18, 2012, by and among ERP Operating Limited Partnership, BIH ASN LLC, Archstone Equity Holdings Inc., Bank of America, N.A. and Banc of America Strategic Ventures, Inc.
99.1	Press Release dated April 18, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EQUITY RESIDENTIAL
Date: April 19, 2012	By:	/s/ Mark J. Parrell
	Name:	Mark J. Parrell
	Its:	Executive Vice President and Chief Financial Officer
	ERP OPERATING LIMITED PARTNERSHIP
	By:	Equity Residential, its general partner
Date: April 19, 2012	By:	/s/ Mark J. Parrell
	Name:	Mark J. Parrell
	Its:	Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO OTHER INTEREST AGREEMENT

This Second Amendment (this “Amendment”) to the Other Interest Agreement, dated as of December 2, 2011 (as amended on February 17, 2012, the “Agreement”), by and among ERP Operating Limited Partnership, an Illinois limited partnership (“Equity”), and each of BIH ASN LLC (“BIH”), Archstone Equity Holdings Inc. (“AEH” and, collectively with BIH, “Barclays”), Bank of America, N.A. (“BANA”) and Banc of America Strategic Ventures, Inc. (“BofA Strategic”, and, collectively with BANA, “Bank of America”), is made effective as of April 18, 2012, by and among Equity, Barclays and Bank of America. Barclays and Bank of America are sometimes referred to herein as “Owners” and, each, an “Owner.” Equity and Owners are sometimes referred to herein as the “Parties” and each, a “Party.”

RECITALS:

WHEREAS, the Parties entered into the original Agreement on December 2, 2011 and entered into the First Amendment to the Agreement on February 17, 2012;

WHEREAS, the Parties desire to amend the Agreement as set forth in this Amendment; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Agreement, or, if not defined in the Agreement, in the Interest Purchase Agreement, as if the Interest Purchase Agreement remained in full force and effect.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

1. Amendments to Section 1.

(a) The third sentence of Section 1(a) of the Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Subject to the preceding sentence, Equity shall have the right to exercise the Option by providing written notice to Owners (the “Exercise Notice”) at any time during the period commencing on the ROFO Acquisition Date and ending at 5:00 p.m. Eastern time on May 21, 2012 for a purchase price, payable in cash, in an amount set forth in the Exercise Notice that is greater than or equal to $1,500,000,000.”

(b) Section 1(e) of the Agreement shall be deleted in its entirety and replaced in its entirety with the following:

“(e) The Expiration Date with respect to the Other Interest Purchase Agreement will be July 31, 2012.”

2. Section 9 of the Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“9. Termination. This Agreement shall terminate automatically and simultaneously on the earlier to occur of (i) 5:00 p.m. Eastern time on May 21, 2012, if the Option has not been exercised, and (ii) the termination of the Other Interest Purchase Agreement; provided, however, that Section 12 hereof shall survive any such termination in accordance with its terms.”

3. Miscellaneous.

(a) Except as amended by this Amendment, all terms and conditions of the Agreement remain unchanged and in full force and effect in accordance with its terms and conditions and the Agreement is hereby ratified and confirmed by the Parties for all purposes and in all respects.

(b) The Agreement, as amended by this Amendment, sets forth the entire agreement and understanding of the Parties and supersedes all prior discussions, negotiations, agreements, arrangements and understandings, whether oral or written, relating to the subject matter hereof and thereof. There are no warranties, representations or other agreements between the Parties in connection with the subject matter of the Agreement, except as specifically set forth in the Agreement, as amended by this Amendment.

(c) From and after date hereof, each reference in the Agreement to “this Agreement” shall mean the Agreement, as amended pursuant to this Amendment. In the event of any inconsistencies between this Amendment and the Agreement, the terms of this Amendment shall govern.

(d) This Amendment may be executed and delivered in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. It is the express intent of the Parties to be bound by the exchange of signatures on this Amendment via facsimile or electronic mail via the portable document format (PDF). A facsimile or other copy of a signature shall be deemed an original. This Amendment shall become effective when each Party shall have received a counterpart hereof signed by all of the other Parties. Until and unless each Party has received a counterpart hereof signed by the other Parties, this Amendment shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

[Signature Page Follows]

2

IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment as of the date set forth above.

EQUITY:
ERP OPERATING LIMITED PARTNERSHIP
By:	Equity Residential, its general partner
By:	/s/ Mark J. Parrell
	Name: Mark J. Parrell Title: Executive Vice President and Chief           Financial Officer

OWNERS:
BIH ASN LLC
By:	/s/ Robert Silverman
Name:	Robert Silverman
Title:	Vice President

ARCHSTONE EQUITY HOLDINGS INC.
By:	/s/ Robert Silverman
Name:	Robert Silverman
Title:	Vice President
BANK OF AMERICA, N.A.
By:	/s/ Benjamin Eppley
Name:	Benjamin Eppley
Title:	Authorized Signatory
BANC OF AMERICA STRATEGIC VENTURES, INC.
By:	/s/ Jason LaBonte
Name:	Jason LaBonte
Title:	Managing Director

Signature Page to Second Amendment to Other Interest Agreement

EX-99.1

Exhibit 99.1

NEWS RELEASE—FOR IMMEDIATE RELEASE

CONTACT: Marty McKenna (312) 928-1901

APRIL 18, 2012

Equity Residential Receives Second Extension on Potential

Archstone Transaction

Chicago, IL – April 18, 2012—Equity Residential (NYSE: EQR) today announced that it has reached an agreement with affiliates of Bank of America and Barclays PLC (collectively “the Sellers”) to extend, to May 21, 2012, the outside date of the period during which the company may exercise the exclusive right to contract with the Sellers to acquire their remaining 26.5% interest in Archstone—a privately-held owner, operator and developer of multifamily apartment properties.

As part of this second extension agreement, the minimum price at which the Sellers are obligated to contract with Equity Residential to sell this interest in Archstone was increased to $1.5 billion. If Equity Residential offers a price of $1.5 billion or more and the interest is sold to the other Archstone owner under its right of first offer, the company will receive a break up fee of $80 million. Equity Residential remains under no contractual obligation to acquire this interest in Archstone.

Equity Residential is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top U.S. growth markets. Equity Residential owns or has investments in 427 properties located in 14 states and the District of Columbia, consisting of 121,011 apartment units. For more information on Equity Residential, please visit our website at www.equityapartments.com.

Forward Looking Statements

Statements in this news release, and other statements that Equity Residential may make, including statements about the benefits of the acquisition, may contain forward-looking statements that involve numerous risks and uncertainties. The statements contained in this news release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, including, without limitation, statements regarding the expected benefits and closing of the acquisition, the management of Equity Residential’s expectations, beliefs and intentions. All forward-looking statements included in this communication are based on information available to Equity Residential on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on Equity Residential’s results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in

Exhibit 99.1

any forward-looking statements. Neither Equity Residential nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond Equity Residential’s control. These factors include, at a minimum: any determination regarding the exercise of Equity Residential’s rights under the acquisition agreements; any exercise of the right of first offer; failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals; failure to consummate or delay in consummating this acquisition for other reasons; changes in laws or regulations; failure of the investment in the Archstone entities to perform as expected, even in the event the proposed acquisition is consummated; inability to influence the operations and control of the Archstone entities following consummation of the transaction; and changes in general economic conditions. Equity Residential undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information, please refer to Equity Residential’s most recent Form 10-K, 10-Q and 8-K reports filed with the SEC.