8-K

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 31, 2014 (March 25, 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 (see General Instruction A.2. below):

o 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 1.01.    Entry into a Material Agreement.

On March 25, 2014, Essex Property Trust, Inc. (the “Company”) entered into a Terms Agreement (the “Terms Agreement”) with Citigroup Global Markets Inc. ("Citigroup”) with respect to the issuance and sale (the “Offering”) by the Company of 450,000 shares of common stock (the “Shares”) to Citigroup as sole underwriter and sole bookrunning manager. The Shares were sold to Citigroup at a price of $166.90 per Share.  The Shares sold in the Offering were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (File No. 333-187561). The Offering closed on March 31, 2014.  Legal opinions related to the Shares are filed as Exhibits 5.2 and 8.1 to the registration statement on Form S-3 (File No. 333-187561) filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 27, 2013.

The Company intends to contribute the approximately $75 million in net proceeds from its issuance and sale of 450,000 Shares to Essex Portfolio, L.P. (the "Operating Partnership"), as to which the Company is general partner. Our Operating Partnership intends to subsequently use the net proceeds contributed by the Company for general corporate purposes, which may include the repayment of indebtedness, funding working capital and certain external investment activity.  Pending application of the net proceeds from the sale of the Shares, such proceeds initially may be invested in short-term securities.

The Terms Agreement was entered into in connection with the Equity Distribution Agreement dated March 29, 2013 (the “Equity Distribution Agreement”), by and among the Company and Citigroup.  Each of the provisions of the Equity Distribution Agreement is incorporated into the Terms Agreement in its entirety, and is deemed to be part of the Terms Agreement to the same extent as if such provisions had been set forth in full in the Terms Agreement. Except to the extent set forth in the Terms Agreement, each of the representations and warranties of the Company set forth in the Equity Distribution Agreement is deemed to have been made at and as of the date of the Terms Agreement and the time at which the Shares are delivered. The Terms Agreement and the Equity Distribution Agreement contain customary representations, warranties and agreements of the Company, and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.

Citigroup and its affiliates have provided in the past and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for the Company and its affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, Citigroup and its affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves of their customers, long or short positions in our debt or equity securities or loans, and may do so in the future. Affiliates of Citigroup are lenders under our $1.0 billion unsecured line of credit facility and proceeds from this offering may be used to repay amounts outstanding under that facility.  Because more than 5% of the proceeds of this offering may be received by affiliates of Citigroup in this Offering, this Offering is being conducted in compliance with the FINRA Rule 5121, as administered by FINRA. Pursuant to this rule, the appointment of a qualified independent underwriter is not necessary in connection with this Offering, as the Offering is of a class of securities having a bona fide public market contemplated by such rule.

The foregoing description is a brief summary of the Terms Agreement and the Equity Distribution Agreement and does not purport to be a complete statement of the parties’ rights and obligations under the Terms Agreement or the Equity Distribution Agreement. The foregoing description is qualified in its entirety by reference to the full text of (i) the Terms Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference and (ii) the Equity Distribution Agreement, the form of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2013, and is hereby incorporated herein by reference.

ATM Sales.  In addition to its equity distribution agreement with Citigroup, the Company has also entered into equity distribution agreements with Cantor Fitzgerald & Co, Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., Liquidnet, Inc., and Mitsubishi UFJ Securities (USA), Inc.  Under these agreements, the Company may from time to time sell shares of common stock into the existing trading market at current market prices ("ATM Sales").  For the three months ended March 31, 2014, pursuant to such ATM sales, excluding the Offering described above, the Company sold 510,655 shares of common stock for approximately $82,928,000, net of commissions, at an average per share price of $163.44.

ITEM 7.01.    Regulation FD Disclosure

On March 25, 2014, the Company issued a press release announcing the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto.

ITEM 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
1.1	Terms Agreement dated as of March 25, 2014, among Essex Property Trust, Inc. and Citigroup Global Markets Inc.
99.1	Press release dated March 25, 2014, announcing public offering of shares of common stock.

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SIGNATURES

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

Date: March 31, 2014	ESSEX PROPERTY TRUST, INC.
	/s/ Michael T. Dance
	Name:	Michael T. Dance
	Title:	Executive Vice President & Chief Financial Officer

Date: March 31, 2014	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

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EX-1.1

Exhibit 1.1

ESSEX PROPERTY TRUST, INC.

Common Stock

TERMS AGREEMENT

March 25, 2014

CITIGROUP GLOBAL MARKETS INC.

388 Greenwich Street

New York, NY 10013

Ladies and Gentlemen:

Essex Property Trust, Inc.,  a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated March 29, 2013 (the “Distribution Agreement”), between the Company and Citigroup Global Markets Inc. (“Citigroup”), to issue and sell to Citigroup the securities specified in the Schedule hereto (the “Purchased Securities”).  Unless otherwise defined below, capitalized terms defined in the Distribution Agreement shall have the same meanings when used herein.

Each of the provisions of the Distribution Agreement not specifically related to the solicitation by Citigroup, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein.  Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date.

Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Citigroup and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto.

Notwithstanding any provision of this Agreement or any Terms Agreement to the contrary, the Company consents to Citigroup trading in the Common Stock for Citigroup’s own account and for the accounts of its clients at the same time as sales of the Shares occur pursuant to this Agreement.

[Signature page follows]

If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between Citigroup and the Company.

ESSEX PROPERTY TRUST, INC.
By:	/s/ Mark J. Mikl
Name:	Mark J. Mikl
Title:	Senior Vice President

ACCEPTED as of the date

first-above written:

CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Meghan Baivier
Name:	Meghan Baivier
Title:	Vice President

[Signature page to Terms Agreement]

SCHEDULE TO TERMS AGREEMENT

Title of Purchased Securities:

Common Stock

Number of Shares of Purchased Securities:

450,000

Price to Public:

Variable

Purchase Price by Citigroup:

$166.90

Method of and Specified Funds for Payment of Purchase Price:

By wire transfer to a bank account specified by the Company in same day funds on Settlement Date.

Method of Delivery:

To Citigroup’s account, or the account of Citigroup’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.

Settlement Date:

March 31, 2014

Closing Location:

New York, NY

Documents to be Delivered:

The following documents referred to in the Distribution Agreement shall be delivered (unless otherwise waived) as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Schedule is annexed):

(1) the officer’s certificate referred to in Section 8(n);

(2) the opinions referred to in Sections 8(o);

(3) the “comfort” letters referred to in Section 8(p); and

(4) such other documents as Citigroup shall reasonably request.

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EX-99.1

Exhibit 99.1

Essex Property Trust, Inc. Announces Sale of Common Stock

under Equity Distribution Agreement

PALO ALTO—March 25 , 2014—Essex Property Trust, Inc. (NYSE: ESS) (“Essex”) announced today that it has agreed to sell approximately 450,000 shares of common stock pursuant to a terms agreement under its equity distribution agreement in an underwritten offering to Citigroup Global Markets Inc. ( “Citigroup”) as sole bookrunning manager.  Essex intends to use the net proceeds of this offering for general corporate purposes, which may include the repayment of indebtedness and funding working capital.  The offering is expected to close on March 31, 2014.

Citigroup may offer the shares of common stock from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices or negotiated prices.

The offering is being made pursuant to an effective registration statement on Form S-3 previously filed with the Securities and Exchange Commission. Copies of the prospectus supplement, the accompanying base prospectuses and the free writing prospectus related to this offering may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (tel: 800-831-9146).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities described above in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

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