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): March 5, 2014

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.

On March 5, 2014, Essex Property, Trust, Inc. (“Essex”) issued a press release announcing  that its operating partnership, Essex Portfolio, L.P. (“EPLP”), commenced exchange offers (the “Exchange Offers”) to exchange any and all of the 5.500% Senior Notes due 2017, 5.200% Senior Notes due 2021 and 3.375% Senior Notes due 2023 (collectively, the “Existing Notes”) issued by BRE Properties, Inc. (“BRE”),which in accordance with the merger agreement, dated December 19, 2013, between Essex and BRE, is expected to be merged into a wholly owned subsidiary of Essex (the “BRE Merger”), for new 5.500% Senior Notes due 2017, 5.200% Senior Notes due 2021 and 3.375% Senior Notes due 2023, respectively, issued by EPLP and guaranteed by Essex and solicitations of consents to amend the terms of the indentures that govern the Existing Notes. In addition to other customary closing conditions, the Exchange Offers are conditioned upon the consummation of the BRE Merger.  The closing of the BRE Merger, however, is not conditioned upon the consummation of the Exchange Offers. Pursuant to Rule 135c under the Securities Act of 1933, as amended, EPLP is filing a copy of such press release as Exhibit 99.1 hereto, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated March 5, 2014, announcing the Exchange Offers and Consent Solicitations.

Additional Information and Where to Find It

In connection with the proposed merger of BRE with and into Bronco Acquisition Sub, Inc., a direct wholly owned subsidiary of Essex, Essex has filed with the SEC a Registration Statement on Form S-4 (File No. 333-193620) and a definitive joint proxy statement/prospectus sent to the security holders of Essex and BRE on or about February 18, 2014 seeking their approval of the proposed merger. Essex and BRE will file other relevant documents with the SEC. INVESTORS AND SECURITY HOLDERS OF ESSEX AND BRE ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS DATED FEBRUARY 14, 2014, WHICH WAS SENT TO SECURITY HOLDERS OF ESSEX AND BRE ON OR ABOUT FEBRUARY 18, 2014 (INCLUDING ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC), AS THEY CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the definitive joint proxy statement/prospectus 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 are 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 are 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 are included in the definitive joint proxy statement/prospectus and other relevant documents filed with the SEC. You may obtain free copies of these documents from Essex or BRE using the sources indicated above. This Form 8-K 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.

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SIGNATURE

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, thereunto duly authorized.

Date: March 6, 2014	ESSEX PROPERTY TRUST, INC.
	By:	/s/ Michael T. Dance
	Name:	Michael T. Dance
	Title:	Executive Vice President and Chief Financial Officer

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

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated March 5, 2014, announcing the Exchange Offers and Consent Solicitations.

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EX-99.1

Exhibit 99.1

ESSEX PROPERTY TRUST ANNOUNCES EXCHANGE OFFERS AND CONSENT SOLICITATIONS RELATING TO SENIOR NOTES PREVIOUSLY ISSUED BY BRE PROPERTIES, INC.

Palo Alto, California—March 5, 2014—Essex Property Trust, Inc. (NYSE: ESS), a Maryland corporation (“Essex”), today announced that its operating partnership, Essex Portfolio, L.P., a California limited partnership (“EPLP”), commenced exchange offers to exchange any and all of the 5.500% Senior Notes due 2017 (CUSIP No. 05564E BK1) (the “Existing 2017 Notes”), 5.200% Senior Notes due 2021 (CUSIP No. 05564E BL9) (the “Existing 2021 Notes”) and 3.375% Senior Notes due 2023 (CUSIP No. 05564E BM7) (the “Existing 2023 Notes” and, collectively with the Existing 2017 Notes and the Existing 2021 Notes, the “Existing Notes”) issued by BRE Properties, Inc., a Maryland corporation (“BRE”), which in accordance with the merger agreement, dated December 19, 2013, between Essex and BRE, is expected to be merged into a wholly owned subsidiary of Essex (the “BRE Merger”), for EPLP’s new 5.500% Senior Notes due 2017 (the “New 2017 Notes”), 5.200% Senior Notes due 2021 (the “New 2021 Notes”) and 3.375% Senior Notes due 2023 (the “New 2023 Notes” and, collectively with the New 2017 Notes and the New 2021 Notes, the “New Notes”), respectively, each guaranteed by Essex and each with registration rights (collectively, the “Exchange Offers”).

Simultaneously with the commencement of the Exchange Offers, EPLP, on behalf of BRE, is also soliciting consents (the “Consent Solicitations”) from holders of each series of Existing Notes to amend the indenture governing each series of Existing Notes to eliminate substantially all of the restrictive and affirmative covenants, eliminate an event of default provision, and modify certain other provisions.

The Exchange Offers and Consent Solicitations are subject to a number of conditions, including the valid receipt of consents from the holders of at least a majority of the outstanding aggregate principal amount of each series of Existing Notes, the consummation of the BRE Merger, and other customary closing conditions.  The closing of the BRE Merger, however, is not conditioned upon the consummation of the Exchange Offers.

Existing Notes tendered at or prior to 5:00 p.m., New York City time, on March 18, 2014 (the “Early Participation and Consent Date”), will be eligible to receive the total exchange consideration, which is equal to the exchange consideration plus an early participation premium. After the Early Participation and Consent Date, but at or prior to the Expiration Date (as defined below), Existing Notes tendered will be eligible to receive only the exchange consideration. The Exchange Offers will expire at 11:59 p.m., New York City time, on April 1, 2014, unless extended by EPLP (such date and time, as they may be extended, the “Expiration Date”). Tenders of Existing Notes submitted in the Exchange Offers may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 18, 2014 (the “Withdrawal Deadline”), but will thereafter be irrevocable unless withdrawal rights are subsequently required by law. Eligible holders should refer to the offering memorandum and consent solicitation statement, dated March 5, 2014, for further details and the terms and conditions of the Exchange Offers and Consent Solicitations.

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

www.essexpropertytrust.com

The following table sets forth the exchange consideration, the early participation premium and the total consideration for each series of Existing Notes:

		Aggregate Principal		Exchange Consideration (1)		Early Participation Premium (1)				Total Exchange Consideration (1)(2)
Title of Security	CUSIP No.	Amount Outstanding		Notes		Notes		Cash		Notes		Cash
5.500% Senior Notes due 2017	05564E BK 1	$	300,000,000	$	970	$	30	$	2.50	$	1,000	$	2.50
5.200% Senior Notes due 2021	05564E BL 9	$	300,000,000	$	970	$	30	$	2.50	$	1,000	$	2.50
3.375% Senior Notes due 2023	05564E BM 7	$	300,000,000	$	970	$	30	$	2.50	$	1,000	$	2.50

(1) For each $1,000 principal amount of Existing 2017 Notes, Existing 2021 Notes and Existing 2023 Notes, as the case may be, in each case, subject to rounding down to $2,000 or the nearest integral multiple of $1,000 in excess thereof.

(2) Includes the Early Participation Premium.

The New Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release is neither an offer to sell, nor the solicitation of an offer to buy, nor a solicitation of consents with respect to any securities, nor shall there be any sale of the New Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The New Notes will be offered only to qualified institutional buyers as defined in Rule 144A under the Securities Act in reliance on the exemption provided by Section 4(a)(2) of the Securities Act or outside the United States to institutions other than “U.S. persons” pursuant to Regulation S under the Securities Act (collectively, “eligible holders”). Documents relating to the Exchange Offers will only be distributed to eligible holders who properly complete and return a letter of eligibility confirming that they are within the category of eligible holders for the private Exchange Offers. Eligible holders who desire a copy of the letter of eligibility should contact D.F. King & Co., Inc., the information agent for the Exchange Offers, at (800) 967-4607 (U.S. toll-free) or (212) 269-5550 (collect) or access the letter of eligibility at www.dfking.com/BRE.

About Essex Property Trust, Inc.

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

Contact Information

Barb Pak

Director of Investor Relations

(650) 494-3700

bpak@essexpropertytrust.com