425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 19, 2013

ESSEX PROPERTY TRUST, INC.

ESSEX PORTFOLIO, L.P.

(Exact Name of Registrant as Specified in Its Charter)

001-13106 (Essex Property Trust, Inc.)

333-44467-01 (Essex Portfolio, L.P.)

(Commission File Number)

Maryland (Essex Property Trust, Inc.)	77-0369576 (Essex Property Trust, Inc.)
California (Essex Portfolio, L.P.)	77-0369575 (Essex Portfolio, L.P.)
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

925 East Meadow Drive, Palo Alto, California 94303

(Address of Principal Executive Offices)

 (650) 494-3700

(Registrant’s telephone number, including area code)

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:

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

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

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

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

Item 8.01. Other Events

Essex Property Trust, Inc., a Maryland corporation (“Essex”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BRE Properties, Inc., a Maryland corporation (“BRE”) and Bronco Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), dated December 19, 2013.  Essex and BRE issued a joint press release on December 19, 2013 announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, Essex and BRE will host a conference call on Thursday, December 19, 2013, at 7:00 am Pacific Time (10:00 am Eastern Time) regarding the proposed transaction during which they will discuss a presentation to analysts and investors.  The slides to be used in connection with this analyst and investor presentation are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

The information required by Item 1.01, including a copy of the Merger Agreement, will be filed in a separate Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Joint Press Release issued by Essex Property Trust, Inc. and BRE Properties, Inc. on December 19, 2013.
99.2	Joint Investor Presentation.

Forward Looking Statements

This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements which are based on current expectations, estimates and projections about the industry and markets in which Essex and BRE operate and beliefs of and assumptions made by Essex management and BRE management, involve uncertainties that could significantly affect the financial results of Essex or BRE or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the business combination transaction involving Essex and BRE, including future financial and operating results, and the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to expected synergies, improved liquidity and balance sheet strength — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and local economic climates, (ii) changes in financial markets and interest rates, or to the business or financial condition of either company or business, (iii) changes in market demand for rental apartment homes and competitive pricing, (iv) risks associated with acquisitions, including the integration of the combined companies’ businesses, (v) maintenance of real estate investment trust (“REIT”) status, (vi) availability of financing and capital, (vii) risks associated with achieving expected revenue synergies or cost savings, (viii) risks associated with the companies’ ability to consummate the merger on the terms described or at all and the timing of the closing of the merger, and (ix) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by Essex and BRE from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q. Neither Essex nor BRE undertakes any duty to update any forward-looking statements appearing in this document.

Additional Information About This Transaction.

In connection with the proposed transaction, Essex expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Essex and BRE that also constitutes a prospectus of Essex. Essex and BRE also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Essex and BRE with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Essex with the SEC will be available free of charge on Essex’s website at www.essexpropertytrust.com or by contacting Essex Investor Relations at 650-494-3700. Copies of the documents filed by BRE with the SEC will be available free of charge on BRE’s website at www.breproperties.com or by contacting BRE Investor Relations at 415-445-3745.

Essex and BRE and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Essex’s executive officers and directors in Essex’s definitive proxy statement filed with the SEC on April 1, 2013. You can find information about BRE’s executive officers and directors in BRE’s definitive proxy statement filed with the SEC on March 11, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents from Essex or BRE using the sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

SIGNATURES

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

Date: December 19, 2013	ESSEX PROPERTY TRUST, INC.
	/s/ Michael T. Dance
	Name:	Michael T. Dance
	Title:	Executive Vice President & Chief Financial Officer

ESSEX PORTFOLIO, L.P.
By:   Essex Property Trust, Inc., its General Partner
/s/ Michael T. Dance
Name:	Michael T. Dance
Title:	Executive Vice President & Chief Financial Officer

Exhibit Index

Exhibits Number	Description
99.1	Joint Press Release issued by Essex Property Trust, Inc. and BRE Properties, Inc. on December 19, 2013.
99.2	Joint Investor Presentation.

EX-99.1

Exhibit 99.1

Essex Property Trust, Inc. and BRE Properties to Combine in $15.4 billion Transaction

Combination Creates the Pre-Eminent West Coast Multifamily REIT with Total Market Capitalization of Approximately $15.4 billion.

Palo Alto, CA and San Francisco, CA — December 19, 2013—Essex Property Trust, Inc. (NYSE: ESS) and BRE Properties (NYSE: BRE) announced today that they have entered into a definitive agreement under which BRE Properties will combine with Essex, creating the only publicly traded West Coast pure play multifamily REIT.  The combined company is expected to have a pro forma equity market capitalization of approximately $10.4 billion and a total market capitalization of approximately $15.4 billion.

Under the terms of the agreement, each BRE common share will be converted into 0.2971 newly issued shares of Essex common stock plus $12.33 in cash.  Based on the closing stock price for Essex on December 18, 2013, this transaction is valued at $56.21 per BRE share.

Essex has obtained committed financing of $1.0 billion which is available if needed to fund the cash portion of the purchase price.  The company is exploring several alternatives to fund the cash needs of the transaction including asset sales, joint ventures or new financing.  The merger is subject to customary closing conditions, including receipt of approval of Essex and BRE shareholders.  The parties currently expect the transaction to close during the first quarter of 2014.

“The combination of Essex and BRE creates a stronger platform for sustainable growth and value creation going forward.  The combined company will be the largest and only publicly traded pure play apartment REIT on the West Coast which we believe will provide a greater competitive advantage in our markets,” said Michael Schall, Essex’s President and CEO.  “In addition, by combining the strengths of the two platforms, which have a significant geographic overlap, we expect to realize operating efficiencies and further enhance our growth profile.”

“For over a year, BRE’s board and management team have been evaluating alternatives to maximize shareholder value.  We are pleased to have reached this agreement with Essex, which we believe will deliver significant value to all of our stakeholders,” said Constance B. Moore, Chief Executive Officer of BRE. “This transaction will create a must-own sharpshooter REIT focused on West Coast apartments, and we believe this is a great outcome for our Company.  After careful consideration, we determined that combining with Essex is the best way to accelerate our strategic plans and create an organization with greater reach, capabilities and financial resources.  We are especially pleased that BRE shareholders will realize compelling and immediate value as well as shares in one of the industry’s most highly regarded companies, so they can participate in the upside potential inherent in this powerful combination.  Our team is looking forward to working with Essex’s management to create a platform with best-in-class associate talent and practices.”

925 East Meadow Drive Palo Alto California 94303 telephone 650 494 3700 facsimile 650 494 8743

www.essexpropertytrust.com

Strategic and Financial Benefits

· Creates the leading public owner of multifamily properties in highly attractive West Coast markets

· Combination of best-in-class management teams and sharing of best practices

· Highly complementary footprints and strategies provide opportunity for meaningful synergies

· Larger scale enhances capital market opportunities and provides lower cost of capital over the long term

Leadership and Integration

The Boards of Directors of both Essex and BRE have unanimously approved the merger.  Michael Schall will serve as President and CEO of the combined company. Three directors from the BRE Board will be added to the Essex Board of Directors, bringing the total to 13 members.

Upon completion of the merger, the company will retain the Essex name and will continue to trade under the ticker symbol ESS (NYSE).

Anticipated Synergies and Accretion

Annual synergies are expected to be in an amount sufficient to offset the expected increase in property taxes due to Proposition 13.  The combined company is expected to benefit from the elimination of duplicative costs associated with supporting a public company platform and leveraging of our platform and systems.  The savings are expected to be realized upon the full integration, which is expected within an 18-month period following the close.

The company anticipates the transaction to be accretive on a run rate basis to Core Funds from Operation (FFO) on a per diluted share basis of approximately $0.05-$0.08 annually.

Ownership

On a pro forma basis, following the merger, former Essex equity holders will hold approximately 63% of the combined company’s equity, and former BRE equity holders will hold approximately 37%.

Pro Forma Operations and Balance Sheet

Both companies have high-quality, well located properties on the West Coast.  On a pro forma basis, the combined company will own approximately 56,000 multifamily units in 239 properties in three major regions of Southern California, Northern California and Seattle.

The combined company is expected to have greater liquidity, a strong investment grade balance sheet and a well-staggered debt maturity profile provided by long-standing lending partners.

“This transaction allows us to maintain our strong balance sheet and is consistent with our disciplined approach to capital allocation.  We believe combining with BRE improves our financial flexibility and liquidity which we expect will reduce the combined company’s long-term cost of capital,” said Michael Dance, Chief Financial Officer of Essex.

Dividend Policy and Declaration

Following the closing of the transaction, Essex intends to maintain its current annual dividend of $4.84/share. The timing of the pre-closing regularly quarterly dividends of Essex and BRE will be coordinated such that, if one set of shareholders receives their dividend for a particular quarter prior to the closing of the merger, the other set of shareholders will also receive their dividends for such quarter prior to the closing of the merger.

Advisors

UBS Investment Bank acted as lead financial advisor to Essex and provided 50% of the committed bridge financing. Citigroup acted as financial advisor and as administrative agent of the bridge facility.  Goodwin Procter LLP acted as legal advisor to Essex.

Wells Fargo Securities acted as exclusive financial advisor and Latham & Watkins LLP acted as legal advisor to BRE.

Conference Call and Webcast

The companies will host a joint conference call on December 19, 2013 at 7:00 am PST (10:00 am EST) to discuss the business combination.  The conference call-in number is (877) 407-0784, no passcode is required, or interested parties can join the live webcast of the conference call by accessing the investor relations section of each company’s website at www.essexpropertytrust.com or www.breproperties.com.  A replay of the webcast will be available on Essex’s or BRE’s websites or by calling (877) 870-5176 and using the pin 13573981.

An investor presentation discussing the proposed transaction will be available under the investor relation section of each company’s website at www.essexpropertytrust.comand www.breproperties.com

About Essex Property Trust

Essex Property Trust, Inc., an S&P 400 company, is a fully integrated real estate investment trust (REIT) that acquires, develops, redevelops, and manages apartment communities located in highly desirable, supply-constrained markets. Essex currently has ownership interests in 163 multifamily properties with an additional 11 properties in various stages of development. Additional information about Essex can be found on the Company's web site at www.essexpropertytrust.com.

About BRE Properties

BRE Properties, based in San Francisco, California, focuses on the development, acquisition and management of apartment communities located primarily in the major metropolitan markets of Southern and Northern California and Seattle. As of September 30, 2013, BRE directly owns 75 multifamily communities (totaling 21,396 homes) and has a joint venture interest in an additional apartment community (totaling 252 homes). BRE Properties is a real estate investment trust (REIT) listed in the S&P MidCap 400 Index. For more information on BRE Properties, please visit our website at www.breproperties.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements which are based on current expectations, estimates and projections about the industry and markets in which Essex and BRE operate and beliefs of and assumptions made by Essex management and BRE management, involve uncertainties that could significantly affect the financial results of Essex or BRE or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the business combination transaction involving Essex and BRE, including future financial and operating results (such as FFO), and the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to expected synergies, improved liquidity and balance sheet strength — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and local economic climates, (ii) changes in financial markets and interest rates, or to the business or financial condition of either company or business (iii) changes in market demand for rental apartment homes and competitive pricing, (iv) risks associated with acquisitions, including the integration of the combined companies’ businesses, (v) maintenance of real estate investment trust (“REIT”) status, (vi) availability of financing and capital, (vii) risks associated with achieving expected revenue synergies or cost savings, (viii) risks associated with the companies’ ability to consummate the merger on the terms described or at all and the timing of the closing of the merger, and (ix) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by Essex and BRE from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q. Neither Essex nor BRE undertakes any duty to update any forward-looking statements appearing in this press release. 

Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed transaction, Essex expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Essex and BRE that also constitutes a prospectus of Essex. Essex and BRE also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Essex and BRE with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Essex with the SEC will be available free of charge on Essex’s website at www.essexpropertytrust.comor by contacting Essex Investor Relations at (650) 494-3700. Copies of the documents filed by BRE with the SEC will be available free of charge on BRE’s website at www.breproperties.com or by contacting BRE Investor Relations at (415) 445-3745.

Certain Information Regarding Participants

Essex and BRE and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Essex’s executive officers and directors in Essex’s definitive proxy statement filed with the SEC on April 1, 2013. You can find information about BRE’s executive officers and directors in BRE’s definitive proxy statement filed with the SEC on March 11, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents from Essex or BRE using the sources indicated above.

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contact Information

Essex Property Trust

Investors:

Barb Pak

Director of Investor Relations

(650) 494-3700

Media:

Sard Verbinnen & Co

Renée Soto / Lesley Bogdanow

(212) 687-8080

BRE Properties, Inc.

Investors:

Stephanie T. Andre

(415) 445-3745

Media:

Joele Frank, Wilkinson Brimmer Katcher

Andrew Siegel / Jonathan Keehner/ Joseph Sala

(212) 355-4449

EX-99.2

Exhibit 99.2

Combination Creates Leading West Coast Multifamily REIT

FORWARD-LOOKING STATEMENTS

SAFE HARBOR STATEMENT UNDER THE PRIVATE LITIGATION REFORM ACT OF 1995:

This presentation may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements which
are based on current expectations, estimates and projections about the industry and markets in which Essex and BRE operate
and beliefs of and assumptions made by Essex management and BRE management, involve uncertainties that could
significantly affect the financial results of Essex or BRE or the combined company. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify
such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but
are not limited to, statements about the anticipated benefits of the business combination transaction involving Essex and BRE,
including future financial and operating results (such as FFO), and the combined company’s plans, objectives, expectations
and intentions. All statements that address operating performance, events or developments that we expect or anticipate will
occur in the future — including statements relating to expected synergies, improved liquidity and balance sheet strength —
are forward-looking statements. These statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-
looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and
therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking
statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and
local economic climates, (ii) changes in financial markets and interest rates, or to the business or financial condition of either
company or business (iii) changes in market demand for rental apartment homes and competitive pricing, (iv) risks associated
with acquisitions, including the integration of the combined companies’ businesses, (v) maintenance of real estate investment
trust (“REIT”) status, (vi) availability of financing and capital, (vii) risks associated with achieving expected revenue synergies
or cost savings, (viii) risks associated with the companies’ ability to consummate the merger on the terms described or at all
and the timing of the closing of the merger, and (ix) those additional risks and factors discussed in reports filed with the
Securities and Exchange Commission (“SEC”) by Essex and BRE from time to time, including those discussed under the heading
“Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q. Neither Essex nor BRE undertakes any
duty to update any forward-looking statements appearing in this presentation.

2

§Q1 2014

§Subject to customary closing conditions including ESS and BRE shareholder approval

§Each BRE share to be converted into 0.2971 shares of ESS stock plus $12.33 in cash

§ESS has obtained committed financing of $1 billion which is available if needed to

                         fund the cash portion of the purchase price

§ESS is exploring several alternatives to fund the cash needs in the transaction

                         including asset sales, joint ventures or new financing

§Pro forma ownership 63% ESS / 37% BRE

TRANSACTION OVERVIEW

Overview &
Financing

Expected Close

Management

Team & Board

§Michael Schall will be President and Chief Executive Officer of the combined company

§Three directors from the BRE Board will be added to ESS’s Board of Directors, bringing

 the total to 13 members

§ESS will maintain its quarterly dividend at an annual run rate of $4.84 per share

Dividend

Synergies

§Expected annual synergies to offset Prop 13 taxes

§The synergies relate to G&A savings and property level operations

Financial Impact

§Expected to be NAV Neutral/Core FFO Accretive by approximately $0.05-$0.08 per

 share

3

§Creates the leading publicly traded multifamily REIT in highly attractive West

Coast markets

§Platform poised to achieve greater level of acquisitions and value enhancing

developments

§Combination of best-in-class management teams and best practice sharing

TRANSACTION BENEFITS

4

Leading West
Coast
Multifamily
Platform

Cost of Capital
Improvement

§Larger scale enhances capital market opportunities

§Improved liquidity in both equity and debt markets

§Lower cost of capital over long term

Enhanced
Operations and
Synergistic
Opportunities

§Highly complementary footprints and strategies provide opportunity

for meaningful synergies

§Builds upon scale of local and regional management operations

§Savings from reduced public company costs and overhead

Essex and BRE Properties - Creates the Leading West Coast Multifamily REIT

OVERVIEW STATISTICS

5

	ESS	BRE	COMBINED
Company Inception	1971	1970	Q1 2014
Equity Market Cap 1	$6.0 billion	$4.4 billion	$10.4 billion
Total Market Cap 1	$9.1 billion	$6.3 billion	$15.4 billion
Debt / Total Market Cap 1	32.0%	29.3%	30.9%
Units 2	34,416	21,648	56,064
Properties 2	163	76	239
Financial Occupancy 3	95.7%	94.4%	95.1%
Average Rent / Unit 4	$1,616	$1,734	$1,668

Source: Public filings

1) As of 12/18/2013; Reflects simple addition of ESS and BRE excluding transaction adjustments

2) Unit and property counts as of 9/30/2013; Include units held in joint ventures

3) Average same-property financial occupancy for the quarter ended 9/30/2013; combined represents weighted average by total same-property revenue

4) Average same-property rent per unit for the quarter ended 9/30/2013; combined represents weighted average by total same-property units

BENEFITS OF SCALE

6

The combined company would be the 3rd largest multifamily REIT by total market cap
and the 13th largest REIT by equity market cap in the RMZ

Source: Public filings and SNL

1) As of 12/18/2013

PREMIER LEADER IN

WEST COAST MARKETS

8

% of Total Same- Property NOI 99% 38% 100% 42% 98% 41% 24% 11%

Source: Public filings

WEST COAST STRENGTH

West Coast Markets have historically had above average rent growth vs. other regions

Source: Axiometrics

Pro Forma Capital Structure of ESS and BRE Combined 1

PRO FORMA COMBINED CAPITAL

STRUCTURE PROFILE 1

Secured vs. Unsecured Debt

Fixed Rate vs. Floating Rate Debt

Source: Public filings

1) As of 12/18/2013; Assumes ESS forms a $1 billion joint venture to replace the bridge loan with
leverage of 50-60%.ESS is assumed to have a 50% ownership in the venture.

2) Includes noncontrolling interest

STRONG CREDIT PROFILE

13

Select Balance Sheet Ratios1	ESS	BRE	Pro Forma Combined2
Secured Debt / Undepreciated Book	23.7%	15.8%	17% - 19%
Total Debt / Undepreciated Book	46.4%	40.8%	40% - 42%
Debt to EBITDA	6.9X	6.8X	7.7X - 7.9X
Fixed Charge Coverage	3.0X	2.9X	2.7X - 2.9X
Credit Ratings (Fitch/Moody’s/S&P)	BBB+/Baa2/BBB	BBB+/Baa2/BBB

1) As of September 30, 2013

2) Assumes ESS forms a $1 billion joint venture to replace the bridge loan with leverage of 50-60%.ESS is assumed to have a 50% ownership in the venture.

Combined Maturity Schedule

% of Debt
Maturing 0.4% 2.0% 1.4% 8.7% 14.3% 7.4% 13.7% 17.2% 12.7% 6.2% 12.1% 3.9%

WELL LADDERED DEBT

MATURITY PROFILE

14

Source: Public filings

COMBINATION WITH BRE CREATES…

15

üLeading West Coast Multifamily REIT

üIncreased Scale and Liquidity

üSignificant Opportunities to Realize Synergies

üCost of Capital Benefits

üCore FFO Accretion1

üManagement Team with a Track Record of Delivering Superior Total
Shareholder Returns

1) Core FFO excludes acquisition costs and non-routine items.

ADDITIONAL INFORMATION ABOUT

THIS TRANSACTION

16

In connection with the proposed transaction, Essex Property Trust, Inc. (“Essex”) expects to file with the SEC a registration statement on
Form S-4 that will include a joint proxy statement of Essex and BRE Properties (“BRE”) that also constitutes a prospectus of Essex. Essex
and BRE also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy
statement/prospectus (if and when it becomes available) and other relevant documents filed by Essex and BRE with the SEC at the SEC’s
website at www.sec.gov. Copies of the documents filed by Essex with the SEC will be available free of charge on Essex’s website at
www.essexpropertytrust.com or by contacting Essex Investor Relations at 650-494-3700. Copies of the documents filed by BRE with the
SEC will be available free of charge on BRE’s website at www.breproperties.com or by contacting BRE Investor Relations at

415-445-3745.

Essex and BRE and their respective directors and executive officers and other members of management and employees may be deemed
to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Essex’s executive
officers and directors in Essex’s definitive proxy statement filed with the SEC on April 1, 2013. You can find information about BRE’s
executive officers and directors in BRE’s definitive proxy statement filed with the SEC on March 11, 2013. Additional information
regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant
documents filed with the SEC if and when they become available. You may obtain free copies of these documents from Essex or BRE
using the sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the

requirements of Section 10 of the U.S. Securities Act of 1933, as amended.