0001140361-19-005198.txt : 20190319 0001140361-19-005198.hdr.sgml : 20190319 20190319160203 ACCESSION NUMBER: 0001140361-19-005198 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190319 DATE AS OF CHANGE: 20190319 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: 19691575 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 s002747x2_fwp.htm FWP
Filed Pursuant to Rule 433
Registration Nos. 333-227600 and 333-227600-01
March 19, 2019

Essex Portfolio, L.P.
$150,000,000 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:
$150,000,000. The Notes will be issued as additional notes of, and will form a single series of securities with, the $350,000,000 4.000% Senior Notes due 2029 issued on February 11, 2019. The total aggregate principal amount of the 4.000% Senior Notes due 2029 that will be outstanding following this reopening will be $500,000,000. The original notes and the Notes will share the same CUSIP number and be fungible.
   
Expected Ratings (Moody’s / S&P / Fitch)*:
Baa1 / BBB+ / BBB+
   
Trade Date:
March 19, 2019
   
Settlement Date:
March 26, 2019 (T+5)
   
Maturity Date:
March 1, 2029
   
Interest Payment Dates:
March 1 and September 1, commencing September 1, 2019
   
Benchmark Treasury:
UST 2.625% due February 15, 2029
   
Benchmark Treasury Price / Yield:
100-04 / 2.610%
   
Spread to Benchmark Treasury:
T+130 basis points
   
Yield to Maturity:
3.910%
   
Coupon:
4.000% per annum
   
Price to Public:
100.717% of the Principal Amount, plus accrued interest in the amount of $750,000 for the period from and including February 11, 2019 up to but excluding 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:
J.P. Morgan Securities LLC
Citigroup Global Markets Inc.
U.S. Bancorp Investments, Inc.
Wells Fargo Securities, LLC
Jefferies LLC
MUFG Securities Americas Inc.
   
Senior Co-Managers:
BB&T Capital Markets, a division of BB&T Securities, LLC
BNP Paribas Securities Corp.
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) J.P. Morgan Securities LLC collect at 1-212-834-4533, (ii) Citigroup Global Markets Inc. toll-free at 1-800-831-9146, (iii) U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607, or (iv) Wells Fargo Securities, LLC toll-free at 1-800-645-3751.