SOURCE: Essex Property Trust, Inc.

Essex Property Trust, Inc.

March 19, 2014 08:30 ET

Essex Property Trust Announces Preliminary Results for Exchange Offers and Consent Solicitations Relating to Senior Notes Previously Issued by BRE Properties, Inc.

PALO ALTO, CA--(Marketwired - Mar 19, 2014) - Essex Property Trust, Inc. (NYSE: ESS), a Maryland corporation ("Essex"), today announced the preliminary results of 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, is expected to be merged into a wholly owned subsidiary of Essex (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 information agent for the Exchange Offers, that holders of:

  • 91.40% of the principal amount of the Existing 2017 Notes;
  • 94.19% of the principal amount of the Existing 2021 Notes; and
  • 94.87% of the principal amount of the Existing 2023 Notes

had validly tendered their Existing Notes pursuant to the terms of the Exchange Offers 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"). Under the terms of the Exchange Offers, holders who have previously tendered their Existing Notes can no longer validly withdraw those notes from the Exchange Offers.

Based on the results announced above, EPLP, on behalf of BRE, has received the requisite consent from holders of the Existing 2017 Notes, Existing 2021 Notes and Existing 2023 Notes to amend the indentures governing such series of Existing Notes to eliminate substantially all of the restrictive and affirmative covenants, eliminate an event of default provision, and modify certain other provisions.

The Exchange Offers and Consent Solicitations are subject to a number of conditions, including the consummation of the BRE Merger, and other customary closing conditions. The closing of the BRE Merger, however, is not conditioned upon the consummation of the Exchange Offers.

The Exchange Offers will expire at 11:59 p.m., New York City time, on April 1, 2014, unless extended by EPLP.

The following table sets forth the exchange consideration, the early participation premium and the total exchange consideration for each series of Existing Notes:

                     
Title of Security   CUSIP No.  
Aggregate Principal Amount Outstanding
 
Exchange Consideration (1)
  Early Participation Premium (1)   Total Exchange Consideration (1)(2)
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.
       

Eligible holders whose Existing Notes were tendered at or prior to the Early Participation and Consent Date and accepted for purchase will receive the total exchange consideration. Eligible holders whose Existing Notes are tendered 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. 

Eligible holders should refer to the offering memorandum and consent solicitation statement, dated March 5, 2014, for further details and the terms and conditions of the Exchange Offers.

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 have been and will be 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"). Documents relating to the Exchange Offers have been and will only be distributed to eligible holders who properly complete and return a letter of eligibility confirming that they are within the category of eligible holders for the private Exchange Offers. Eligible holders who desire a copy of the letter of eligibility should contact D.F. King & Co., Inc., the information agent for the Exchange Offers, at (800) 967-4607 (U.S. toll-free) or (212) 269-5550 (collect) or access the letter of eligibility at www.dfking.com/BRE.

About Essex Property Trust, Inc.
Essex Property Trust, Inc., an S&P 400 company, is a fully integrated real estate investment trust (REIT) that acquires, develops, redevelops, and manages multifamily residential properties in selected West Coast markets. Essex currently has ownership interests in 163 apartment communities with an additional 11 properties in various stages of active development. Additional information about Essex can be found on the Company's web site at www.essexpropertytrust.com.

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