0001140361-19-002375.txt : 20190204 0001140361-19-002375.hdr.sgml : 20190204 20190204145753 ACCESSION NUMBER: 0001140361-19-002375 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190204 DATE AS OF CHANGE: 20190204 SUBJECT COMPANY: 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: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-227600 FILM NUMBER: 19563282 BUSINESS ADDRESS: STREET 1: 1100 PARK PLACE STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 6506557800 MAIL ADDRESS: STREET 1: 1100 PARK PLACE STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 FORMER COMPANY: FORMER CONFORMED NAME: ESSEX PORTFOLIO LP DATE OF NAME CHANGE: 20181211 FORMER COMPANY: FORMER CONFORMED NAME: ESSEX PROPERTY TRUST INC DATE OF NAME CHANGE: 19940318 FILED BY: 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: FWP 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 FWP 1 s002649x3_fwp.htm FWP
Filed Pursuant to Rule 433
Registration Nos. 333-227600 and 333-227600-01
February 4, 2019

Essex Portfolio, L.P.
$350,000,000 4.000% Senior Notes due 2029
fully and unconditionally guaranteed by
Essex Property Trust, Inc.

Issuer:
Essex Portfolio, L.P.
Guarantor:
Essex Property Trust, Inc.
Principal Amount:
$350,000,000
Expected Ratings (Moody’s / S&P / Fitch)*:
Baa1 / BBB+ / BBB+
Trade Date:
February 4, 2019
Settlement Date:
February 11, 2019 (T+5)
Maturity Date:
March 1, 2029
Interest Payment Dates:
March 1 and September 1, commencing September 1, 2019
Benchmark Treasury:
UST 3.125% due November 15, 2028
Benchmark Treasury Price / Yield:
103-13+ / 2.724%
Spread to Benchmark Treasury:
T+137.5 basis points
Yield to Maturity:
4.099%
Coupon:
4.000% per annum
Price to Public:
99.188% of the Principal Amount, plus accrued interest, if any, from the Settlement Date if settlement occurs after the Settlement Date
Optional Redemption Provisions:
Prior to December 1, 2028, make-whole call as set forth in the preliminary prospectus supplement at Treasury + 25 basis points
  On or after December 1, 2028, the redemption price will be 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date, as set forth in the preliminary prospectus supplement
CUSIP / ISIN:
29717P AT4 / US29717PAT49
Joint Book-Running Managers:
Wells Fargo Securities, LLC
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
U.S. Bancorp Investments, Inc.
Jefferies LLC
MUFG Securities Americas Inc.
Senior Co-Managers:
Barclays Capital Inc.
BB&T Capital Markets, a division of BB&T Securities, LLC
BNP Paribas Securities Corp.
Deutsche Bank Securities Inc.
Mizuho Securities USA LLC
Co-Managers:
Capital One Securities, Inc.
Regions Securities LLC
Scotia Capital (USA) Inc.

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it from (i) Wells Fargo Securities, LLC toll free at 1-800-645-3751, (ii) Citigroup Global Markets Inc. toll free at 1-800-831-9146, (iii) J.P. Morgan Securities LLC collect at 1-212-834-4533, or (iv) U.S. Bancorp Investments, Inc. toll free at 1-877-558-2607.