0001140361-14-030256.txt : 20140731 0001140361-14-030256.hdr.sgml : 20140731 20140731171158 ACCESSION NUMBER: 0001140361-14-030256 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140731 DATE AS OF CHANGE: 20140731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESSEX PROPERTY TRUST INC CENTRAL INDEX KEY: 0000920522 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 770369576 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-197134 FILM NUMBER: 141007126 BUSINESS ADDRESS: STREET 1: 925 EAST MEADOW DR CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 6504943700 MAIL ADDRESS: STREET 1: 925 EAST MEADOW DRIVE CITY: PALO ALTO STATE: CA ZIP: 94303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESSEX PORTFOLIO LP CENTRAL INDEX KEY: 0001053059 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-197134-01 FILM NUMBER: 141007127 BUSINESS ADDRESS: STREET 1: 777 CALIFORNIA AVE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4154943700 MAIL ADDRESS: STREET 1: 777 CALIFORNIA AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 424B3 1 form424b3.htm ESSEX PORTFOLIO LP 424B3 7-16-2014
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-197134
SUPPLEMENT TO THE PROSPECTUS DATED JULY 16, 2014
 
ESSEX PORTFOLIO, L.P.
OFFER TO EXCHANGE

Up to $274,188,000 Principal Amount Outstanding
of 5.500% Senior Notes due 2017,
Up to $282,577,000 Principal Amount Outstanding
of 5.200% Senior Notes due 2021,
Up to $290,962,000 Principal Amount Outstanding
of 3.375% Senior Notes due 2023 and
Up to $400,000,000 Principal Amount Outstanding
of 3.875% Senior Notes due 2024
That Have Not Been Registered Under
The Securities Act of 1933
For
Up to $274,188,000 Principal Amount Outstanding
of 5.500% Senior Notes due 2017,
Up to $282,577,000 Principal Amount Outstanding
of 5.200% Senior Notes due 2021,
Up to $290,962,000 Principal Amount Outstanding
of 3.375% Senior Notes due 2023 and
Up to $400,000,000 Principal Amount Outstanding
of 3.875% Senior Notes due 2024
That Have Been Registered Under
The Securities Act of 1933
 
 
THE EXCHANGE OFFER HAS BEEN EXTENDED UNTIL 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 27, 2014.
 
 
This prospectus supplement supplements Essex Portfolio, L.P.’s prospectus dated July 16, 2014. Upon and subject to the terms and conditions set forth in the prospectus, Essex Portfolio, L.P., a California limited partnership, which we refer to as the issuer, is making offers to exchange (i) up to $274,188,000 principal amount outstanding of its 5.500% Senior Notes due 2017 offered by the prospectus for a like principal amount of its outstanding 5.500% Senior Notes due 2017, (ii) up to $282,577,000 principal amount outstanding of its 5.200% Senior Notes due 2021 offered by the prospectus for a like principal amount of its outstanding 5.200% Senior Notes due 2021, (iii) up to $290,962,000 principal amount outstanding of its 3.375% Senior Notes due 2023 offered by the prospectus for a like principal amount of its outstanding 3.375% Senior Notes due 2023, and (iv) up to $400,000,000 principal amount outstanding of its 3.875% Senior Notes due 2024 offered by the prospectus for a like principal amount of its outstanding 3.875% Senior Notes due 2024. Outstanding notes may only be exchanged in minimum denominations of $2,000 in principal amount and any integral multiple of $1,000 in excess thereof.
 
Due to an error regarding the commencement date of the exchange offers, the issuer is extending the expiration date applicable to the exchange offers. The new expiration date will be 5:00 p.m., New York City time, on August 27, 2014, unless we extend it.
Except as set forth in this supplement, the terms and conditions previously set forth in the prospectus are applicable in all respects to the exchange offers. This supplement should be read in conjunction with the prospectus.
 
This prospectus supplement does not constitute an offer to exchange securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
 
Investing in the securities issued in the exchange offers involves certain risks. See “Risk Factors” beginning on page 15 of the prospectus.
 
Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission in the United States has approved or disapproved the securities to be distributed in the exchange offers, nor have they determined that this supplement or the prospectus are truthful and complete. Any representation to the contrary is a criminal offense.
 
July 31, 2014