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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Essex Property Trust, Inc.
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Emerging growth company
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Essex Portfolio, L.P.
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Emerging growth company
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•
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100% of the principal amount of the Notes being redeemed; or
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•
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the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on October 15, 2029 but for the redemption (not
including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate (as defined in the Indenture) plus 20 basis points,
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default for 30 days in the payment of any installment of interest under the Notes;
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default in the payment of the principal amount or redemption price due with respect to the Notes, when the same becomes due and payable;
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the failure by the Operating Partnership or the Company to comply with any of its other agreements contained in the Notes or the Indenture upon receipt by it of notice of such default by the trustee or by
holders of not less than 25% in aggregate principal amount of the Notes then outstanding and the failure by the Operating Partnership or the Company to cure (or obtain a waiver of) such default within 60 days after it receives such
notice;
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failure to pay any recourse indebtedness for money borrowed or guaranteed by the Operating Partnership or the Company in an outstanding principal amount in excess of $50.0 million at final maturity or upon
acceleration after the expiration of any applicable grace period, which indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded, within 30 days after written notice to the Operating Partnership
from the trustee (or to the Operating Partnership and the trustee from holders of at least 25% in principal amount of the outstanding notes); or
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certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Operating Partnership, the Company or any subsidiary in which the Operating
Partnership has invested at least $50.0 million in capital or any substantial part of their respective property.
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Exhibit No.
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Description
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Underwriting Agreement, dated October 7, 2019, among Essex Portfolio, L.P., Essex Property Trust, Inc., and Wells Fargo Securities, LLC, Citigroup
Global Markets Inc., J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the Underwriters.
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Indenture, dated August 7, 2019, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.000% Senior Notes due 2030 and the guarantee
thereof (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed jointly by Essex Portfolio, L.P. and Essex Property Trust, Inc. on August 7, 2019).
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Opinion of Latham & Watkins LLP.
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Opinion of Venable LLP.
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Consent of Latham & Watkins LLP (included in Exhibit 5.1).
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Consent of Venable LLP (included in Exhibit 5.2).
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Press release issued by Essex Property Trust, Inc. on October 7, 2019.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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Date: October 9, 2019
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ESSEX PROPERTY TRUST, INC.
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/s/ Angela L. Kleiman
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Name:
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Angela L. Kleiman |
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Title:
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Executive Vice President and Chief Financial Officer |
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ESSEX PORTFOLIO, L.P.
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By:
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Essex Property Trust, Inc. |
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Its:
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General Partner |
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/s/ Angela L. Kleiman
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Name:
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Angela L. Kleiman |
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Title:
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Executive Vice President and Chief Financial Officer |