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): April 1, 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:

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))

Introductory Note.

This Current Report on Form 8-K is being filed in connection with the consummation on April 1, 2014 of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of December 19, 2013 (the “Merger Agreement”), by and among Essex Property Trust, Inc., a Maryland corporation (“Essex”), BRE Properties, Inc., a Maryland corporation (“BRE”) and BEX Portfolio, Inc., formerly known as Bronco Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Essex (“Merger Sub”). Pursuant to the Merger Agreement, on April 1, 2014, BRE merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “Merger”).  Immediately following the Merger, Merger Sub merged (the “Subsidiary Merger”) with and into BEX Portfolio, LLC (“BEX LLC”), a Delaware limited liability company and a direct wholly owned subsidiary of Essex Portfolio, L.P. (“EssexLP”). The events described in this Current Report on Form 8-K occurred in connection with the consummation of the Merger and the Subsidiary Merger.

Item 1.01. Entry into a Material Definitive Agreement.

In connection with the consummation of the Merger and in accordance with the terms of that certain Indenture (the “Base Indenture”), dated as of June 23, 1997, by and between BRE and The Bank of New York Mellon Trust Company, National Association (successor to J.P. Morgan Trust Company, National Association), a bank duly organized and existing under the laws of the United States, as trustee (the “Trustee”), as amended and supplemented by that certain First Supplemental Indenture, dated as of April 23, 1998 (the “First Supplemental Indenture”), as further amended and supplemented by that certain Second Supplemental Indenture, dated as of August 15, 2006 (the “Second Supplemental Indenture”), as further amended and supplemented by that certain Third Supplemental Indenture, dated as of November 3, 2006 (the “Third Supplemental Indenture”), and as further amended and supplemented by that certain Fourth Supplemental Indenture, dated as of March 19, 2014 (the “Fourth Supplemental Indenture” and, collectively with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”), on April 1, 2014, BRE delivered to the Trustee a supplemental indenture with respect to the Existing Notes (as defined below) (the “Fifth Supplemental Indenture”) pursuant to which Merger Sub expressly assumed the obligations of BRE under the Indenture.

In connection with the consummation of the Subsidiary Merger and in accordance with the terms of the Indenture, as amended and supplemented by the Fifth Supplemental Indenture, on April 1, 2014, Merger Sub delivered to the Trustee a supplemental indenture with respect to the Existing Notes (the “Sixth Supplemental Indenture”) pursuant to which BEX LLC expressly assumed the obligations of Merger Sub under the Indenture.

The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, respectively, copies of which are attached as Exhibits 4.1and 4.2 hereto and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 is incorporated into this Item 3.03 by reference.

Item 8.01 Other Events.

On April 2, 2014, Essex issued a press release announcing the expiration and final results of the previously announced exchange offers (the “Exchange Offers”) by EssexLP, 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, which in accordance with the Merger Agreement merged with and  into Merger Sub on April 1, 2014, for new 5.500% Senior Notes due 2017, 5.200% Senior Notes due 2021 and 3.375% Senior Notes due 2023, respectively, issued by EssexLP and guaranteed by Essex and solicitations of consents to amend the terms of the indenture that governs the Existing Notes. 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
4.1	Fifth Supplemental Indenture (with respect to the Existing Notes), dated as of April 1, 2014, by and among BRE, as the original company, Merger Sub, as the successor company, and the Trustee.
4.2	Sixth Supplemental Indenture (with respect to the Existing Notes), dated as of April 1, 2014, by and among Merger Sub, as the company, BEX LLC, as the successor company, and the Trustee.
99.1	Press Release, dated April 2, 2014, announcing the Expiration and Final Results of the Exchange Offers and Consent Solicitations.

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: April 3, 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

EXHIBIT INDEX

Exhibit No.	Description
4.1	Fifth Supplemental Indenture (with respect to the Existing Notes), dated as of April 1, 2014, by and among BRE, as the original company, Merger Sub, as the successor company, and the Trustee.
4.2	Sixth Supplemental Indenture (with respect to the Existing Notes), dated as of April 1, 2014, by and among Merger Sub, as the company, BEX LLC, as the successor company, and the Trustee.
99.1	Press Release, dated April 2, 2014, announcing the Expiration and Final Results of the Exchange Offers and Consent Solicitations.

EX-4.1

EXHIBIT 4.1

BEX PORTFOLIO, INC.

FIFTH SUPPLEMENTAL INDENTURE

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”) is entered into as of April 1, 2014 between BRE Properties, Inc., a Maryland corporation (the “Original Company”), BEX Portfolio, Inc., a Delaware corporation (the “Successor Company”) and a direct subsidiary of Essex Property Trust, Inc., a Maryland corporation (the “Parent Company”), and The Bank of New York Mellon Trust Company, National Association (successor to J.P. Morgan Trust Company, National Association), a bank duly organized and existing under the laws of the United States, as trustee (the “Trustee”), under that certain Indenture, dated as of June 23, 1997 (the “Original Indenture”), as amended and supplemented by that certain First Supplemental Indenture, dated as of April 23, 1998 (the “First Supplemental Indenture”), as further amended and supplemented by that certain Second Supplemental Indenture, dated as of August 15, 2006 (the “Second Supplemental Indenture”), as further amended and supplemented by that certain Third Supplemental Indenture, dated as of November 3, 2006 (the “Third Supplemental Indenture”), and as further amended and supplemented by that certain Fourth Supplemental Indenture, dated as of March 19, 2014 (the “Fourth Supplemental Indenture” and, collectively with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”).

WHEREAS, the Original Company has entered into an Agreement and Plan of Merger, dated as of December 19, 2013, with the Successor Company and the Parent Company, pursuant  to which the Original Company will merge with and into the Successor Company (the “Merger”), with the Successor Company surviving the Merger as a direct subsidiary of the Parent Company;

WHEREAS, pursuant to Section 801 of the Indenture, the Original Company may merge with or into any other Person so long as the conditions set forth in Section 801 have been met, including, upon the consummation of the Merger, that the Successor Company shall expressly assume, by supplemental indenture executed by such successor corporation and delivered by it to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on and all Additional Amounts, if any, payable in respect of, all of the Outstanding Debt Securities, according to their tenor, and the due and punctual performance and observance of all of the other covenants and conditions contained in the Indenture and the Debt Securities to be performed or observed by the Original Company;

WHEREAS, pursuant to Section 901(1) of the Indenture, without the consent of any Holders of Debt Securities, the Original Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures to evidence the succession of another Person to the Original Company, and the assumption by any such successor of the covenants of the Original Company contained in the Indenture and the Debt Securities;

WHEREAS, the Original Company has furnished the Trustee, pursuant to Sections 102, 803 and 903 of the Indenture, (i) an Officers’ Certificate and an Opinion of Counsel stating that the Merger and the assumption by the Successor Company complies with the provisions of Article 8 of the Indenture and that all conditions precedent provided for in the Indenture relating to the Merger have been complied with, (ii) an Officers’ Certificate and an Opinion of Counsel stating that this Fifth Supplemental Indenture complies with the requirements of Article 9 of the Indenture and all conditions precedent provided for in the Indenture relating to  this Fifth Supplemental Indenture have been complied with, and (iii) a copy of the Board Resolutions authorizing the execution of the Fifth Supplemental Indenture;

WHEREAS, as a result of the Merger, the Original Company desires and has requested the Trustee join with it and the Successor Company in entering into this Fifth Supplemental Indenture for the purpose of supplementing the Indenture to evidence the succession of the Successor Company to the Original Company and to provide for the assumption by the Successor Company of the covenants of the Original Company contained in the Indenture and the Debt Securities; and

WHEREAS, the Original Company and the Successor Company have duly authorized the execution and delivery of this Fifth Supplemental Indenture and have done all things necessary to make this Fifth Supplemental Indenture a valid agreement of the parties hereto, in accordance with its terms.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Debt Securities, the Original Company, the Successor Company and the Trustee agree as follows:

Article One

Definitions and Other Provisions of General Application

Section 101.  Definitions.    Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Indenture.

Section 102.   Effects of Headings.  The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 103.   Successors and Assigns.  All covenants and agreements in this Fifth Supplemental Indenture by the Original Company and the Successor Company shall bind their successors and assigns, whether so expressed or not.

Section 104.  Separability Clause.  In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 105.  Benefits of Indenture.  Nothing in this Fifth Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto, any Debt Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture or this Fifth Supplemental Indenture.

Section 106.  Governing Law.  This Fifth Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York.  This Fifth Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Fifth Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.

Section 107.  Effectiveness.  This Fifth Supplemental Indenture shall take effect upon the effectiveness of the Merger.

Section 108.  Relation to the Original Indenture. This Fifth Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture and the Debt Securities issued thereunder shall continue in full force and effect.

Section 109.  Concerning the Trustee.  The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture or to the recitals contained herein.

Section 110.  Counterparts.  This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture.

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Article Two

Assumption of Obligations

Section 201.  Assumption of Obligations.  As required by Section 801 of the Indenture, as and from the effective time of the Merger, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest, if any, on and all Additional Amounts, if any, payable in respect of, all of the Outstanding Debt Securities, according to their tenor, and the due and punctual performance and observance of all of the other covenants and conditions contained in the Indenture and the Debt Securities to be performed or observed by the Original Company.

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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed all as of the day and year first above written.

BRE PROPERTIES, INC.

as Original Company

By:  /s/ Constance B. Moore

Name: Constance B. Moore

Title: President and Chief Executive Officer

BEX PORTFOLIO, INC.

as Successor Company

By:  /s/ Mark J. Mikl

Name:  Mark J. Mikl

Title: Vice President

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

By:  /s/ Melonee Young

Name: Melonee Young

Title:  Vice President

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EX-4.2

EXHIBIT 4.2

BEX PORTFOLIO, LLC.

SIXTH SUPPLEMENTAL INDENTURE

THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”) is entered into as of April 1, 2014 between, BEX Portfolio, Inc., a Delaware corporation (the “Company”) and a direct subsidiary of Essex Property Trust, Inc., a Maryland corporation (the “Parent Company”),  BEX Portfolio, LLC, a Delaware limited liability company (the “Successor Company”), and a subsidiary of Essex Portfolio, L.P., a California limited partnership (“EPLP”), and The Bank of New York Mellon Trust Company, National Association (successor to J.P. Morgan Trust Company, National Association), a bank duly organized and existing under the laws of the United States, as trustee (the “Trustee”), under that certain Indenture, dated as of June 23, 1997 (the “Original Indenture”), as amended and supplemented by that certain First Supplemental Indenture, dated as of April 23, 1998 (the “First Supplemental Indenture”), as further amended and supplemented by that certain Second Supplemental Indenture, dated as of August 15, 2006 (the “Second Supplemental Indenture”), as further amended and supplemented by that certain Third Supplemental Indenture, dated as of November 3, 2006 (the “Third Supplemental Indenture”), as further amended and supplemented by that certain Fourth Supplemental Indenture, dated as of March 19, 2014 (the “Fourth Supplemental Indenture”), and as further amended and supplemented by that certain Fifth Supplemental Indenture, dated as of April 1, 2014 (the “Fifth Supplemental Indenture” and, collectively with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”).

WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of December 19, 2013, with BRE Properties, Inc., a Maryland corporation (“BRE”), and the Parent Company, BRE, concurrently with the effectiveness of the Fifth Supplemental Indenture, merged with and into the Company, with the Company surviving as a direct subsidiary of the Parent Company (the “BRE Merger”);

WHEREAS, pursuant to an Agreement and Plan of Merger, dated April 1, 2014, the Company, subsequent to the BRE Merger and the Fourth Supplemental Indenture becoming operative, and concurrently with the effectiveness of this Sixth Supplemental Indenture, will merge with and into the Successor Company, with the Successor Company surviving as a subsidiary of EPLP (the “Subsequent Merger”);

WHEREAS, pursuant to an Offering Memorandum and Consent Solicitation Statement, dated as of March 5, 2014 (the “Offering Memorandum and Consent Solicitation Statement”), of EPLP, holders of a majority in aggregate principal amount of all Outstanding Debt Securities of each series of Debt Securities Outstanding under the Indenture consented to the deletion of Sections 801, 803 and 1008 of the Original Indenture as set forth in Article Four of the Fourth Supplemental Indenture;

WHEREAS, the Fourth Supplemental Indenture became operative on the date hereof upon the waiver or satisfaction of all of the Conditions (as defined in the Offering Memorandum and Consent Solicitation Statement) and the delivery by the Company of an Officers’ Certificate  to the Trustee informing the Trustee of the occurrence thereof;

WHEREAS, pursuant to Section 901(1) of the Indenture, without the consent of any Holders of Debt Securities, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained in the Indenture and the Debt Securities;

WHEREAS, the Company has furnished the Trustee, pursuant to Sections 102 and 903 of the Indenture (i) an Officers’ Certificate and an Opinion of Counsel stating that this Sixth Supplemental Indenture complies with the requirements of Article 9 of the Indenture and all conditions precedent provided for in the Indenture relating to this Sixth Supplemental Indenture have been complied with, and (ii) a copy of the Board Resolutions authorizing the execution of the Sixth Supplemental Indenture;

WHEREAS, as a result of the Subsequent Merger, the Company desires and has requested the Trustee join with it and the Successor Company in entering into this Sixth Supplemental Indenture for the purpose of supplementing the Indenture to evidence the succession of the Successor Company to the Company and to provide for the assumption by the Successor Company of the covenants of the Company contained in the Indenture and the Debt Securities; and

WHEREAS, the Company and the Successor Company have duly authorized the execution and delivery of this Sixth Supplemental Indenture and have done all things necessary to make this Sixth Supplemental Indenture a valid agreement of the parties hereto, in accordance with its terms.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Debt Securities, the Company, the Successor Company and the Trustee agree as follows:

Article One

Definitions and Other Provisions of General Application

Section 101.  Definitions.    Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Indenture.

Section 102.   Effects of Headings.  The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 103.   Successors and Assigns.  All covenants and agreements in this Sixth Supplemental Indenture by the Company and the Successor Company shall bind their successors and assigns, whether so expressed or not.

Section 104.  Separability Clause.  In case any provision in this Sixth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 105.  Benefits of Indenture.  Nothing in this Sixth Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto, any Debt Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture or this Sixth Supplemental Indenture.

Section 106.  Governing Law.  This Sixth Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York.  This Sixth Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Sixth Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.

Section 107.  Effectiveness.  This Sixth Supplemental Indenture shall take effect upon the effectiveness of the Subsequent Merger.

Section 108.  Relation to the Original Indenture. This Sixth Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture and the Debt Securities issued thereunder shall continue in full force and effect.

Section 109.  Concerning the Trustee.  The Trustee makes no representation as to the validity or sufficiency of this Sixth Supplemental Indenture or to the recitals contained herein.

Section 110.  Counterparts.  This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture.

Article Two

Assumption of Obligations

Section 201.  Assumption of Obligations.  In connection with 901(1) of the Indenture, as and from the effective time of the Subsequent Merger, the Successor Company shall succeed to and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Successor Company had been named as the “Company” in the Indenture and the Successor Company hereby assumes the covenants of the Company contained in the Indenture and in the Debt Securities.

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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed, all as of the day and year first above written.

BEX PORTFOLIO, INC.

as Company

By:  /s/ Mark J. Mikl

Name: Mark J. Mikl

Title: Vice President

BEX PORTFOLIO, LLC

as Successor Company

By: ESSEX PORTFOLIO, L.P., as sole member

By: ESSEX PROPERTY TRUST, INC., as general partner

By:  /s/ Mark J. Mikl

Name: Mark J. Mikl

Title: Senior Vice President, Capital Markets and Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

By:  /s/ Melonee Young

Name: Melonee Young

Title: Vice President

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EX-99.1

EXHIBIT 99.1

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

Palo Alto, California—April 2, 2014—Essex Property Trust, Inc. (NYSE: ESS), a Maryland corporation (“Essex”), today announced the expiration of and final results for the previously announced exchange offers by its operating partnership, Essex Portfolio, L.P., a California limited partnership (“EPLP”), 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, was merged into a wholly owned subsidiary of Essex on April 1, 2014 (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”).  EPLP has been advised by D.F. King & Co., Inc., the exchange agent for the Exchange Offers, that holders of:

· $274,188,000, or approximately 91.40% of the principal amount of the Existing 2017 Notes;

· $282,577,000, or approximately 94.19% of the principal amount of the Existing 2021 Notes; and

· $286,458,000, or approximately 95.49% of the principal amount of the Existing 2023 Notes,

had validly tendered and not validly withdrawn their Existing Notes as of the expiration date of 11:59 p.m., New York City time, on April 1, 2014 (the “Expiration Date”). The settlement date for the Exchange Offers is expected to occur on April 4, 2014.

Based on the results announced above, EPLP, on behalf of BRE, received and accepted the requisite consents from the holders of the Existing Notes and amended the indenture governing the Existing Notes to eliminate substantially all of the restrictive and affirmative covenants, eliminate an event of default provision, and modify certain other provisions. Such amendments became effective on April 1, 2014.

The following table sets forth the exchange consideration, the early participation premium and the total exchange 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.

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

www.essexpropertytrust.com

Eligible holders whose Existing Notes were validly tendered at or prior to the early participation and consent date of 5:00 p.m., New York City time, on March 18, 2014 (the “Early Participation and Consent Date”) and accepted for purchase will receive the total exchange consideration. Eligible holders whose Existing Notes were validly tendered at or prior to the Expiration Date but after the Early Participation and Consent Date and accepted for purchase will receive the exchange consideration, which, in the case of each series is equal to the total exchange consideration minus 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 were 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”).

About Essex Property Trust, Inc.

Essex Property Trust, Inc., an S&P 500 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. As of April 1, 2014, after giving effect to the BRE merger, Essex has ownership interests in 233 multifamily properties with an additional 15 properties in various stages of 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

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