Welcome!

News Feed Item

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

PALO ALTO, CA -- (Marketwired) -- 03/05/14 -- Essex Property Trust, Inc. (NYSE: ESS), a Maryland corporation ("Essex"), today announced that its operating partnership, Essex Portfolio, L.P., a California limited partnership ("EPLP"), commenced exchange offers 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").

Simultaneously with the commencement of the Exchange Offers, EPLP, on behalf of BRE, is also soliciting consents (the "Consent Solicitations") from holders of each series of Existing Notes to amend the indenture governing each 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 valid receipt of consents from the holders of at least a majority of the outstanding aggregate principal amount of each series of Existing Notes, 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.

Existing Notes tendered at or prior to 5:00 p.m., New York City time, on March 18, 2014 (the "Early Participation and Consent Date"), will be eligible to receive the total exchange consideration, which is equal to the exchange consideration plus an early participation premium. After the Early Participation and Consent Date, but at or prior to the Expiration Date (as defined below), Existing Notes tendered will be eligible to receive only the exchange consideration. The Exchange Offers will expire at 11:59 p.m., New York City time, on April 1, 2014, unless extended by EPLP (such date and time, as they may be extended, the "Expiration Date"). Tenders of Existing Notes submitted in the Exchange Offers may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 18, 2014 (the "Withdrawal Deadline"), but will thereafter be irrevocable unless withdrawal rights are subsequently required by law. 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 and Consent Solicitations.

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


                                                                   Total
                                    Exchange        Early         Exchange
                                 Consideration  Participation  Consideration
                                      (1)        Premium (1)       (1)(2)
                                 -------------  -------------  -------------
                      Aggregate
                      Principal
  Title of    CUSIP    Amount
   Security    No.   Outstanding     Notes       Notes  Cash    Notes   Cash
------------ ------ ------------ -------------  ------ ------  ------- -----
   5.500%
    Senior
  Notes due  05564E
     2017     BK 1  $300,000,000      $970        $30   $2.50   $1,000 $2.50
   5.200%
    Senior
  Notes due  05564E
     2021     BL 9  $300,000,000      $970        $30   $2.50   $1,000 $2.50
   3.375%
    Senior
  Notes due  05564E
     2023     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.

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 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 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.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
This is not a small hotel event. It is also not a big vendor party where politicians and entertainers are more important than real content. This is Cloud Expo, the world's longest-running conference and exhibition focused on Cloud Computing and all that it entails. If you want serious presentations and valuable insight about Cloud Computing for three straight days, then register now for Cloud Expo.
IoT device adoption is growing at staggering rates, and with it comes opportunity for developers to meet consumer demand for an ever more connected world. Wireless communication is the key part of the encompassing components of any IoT device. Wireless connectivity enhances the device utility at the expense of ease of use and deployment challenges. Since connectivity is fundamental for IoT device development, engineers must understand how to overcome the hurdles inherent in incorporating multipl...
Redis is not only the fastest database, but it has become the most popular among the new wave of applications running in containers. Redis speeds up just about every data interaction between your users or operational systems. In his session at 18th Cloud Expo, Dave Nielsen, Developer Relations at Redis Labs, will shares the functions and data structures used to solve everyday use cases that are driving Redis' popularity.
SYS-CON Events announced today that Stratoscale, the software company developing the next generation data center operating system, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Stratoscale is revolutionizing the data center with a zero-to-cloud-in-minutes solution. With Stratoscale’s hardware-agnostic, Software Defined Data Center (SDDC) solution to store everything, run anything and scale everywhere...
The increasing popularity of the Internet of Things necessitates that our physical and cognitive relationship with wearable technology will change rapidly in the near future. This advent means logging has become a thing of the past. Before, it was on us to track our own data, but now that data is automatically available. What does this mean for mHealth and the "connected" body? In her session at @ThingsExpo, Lisa Calkins, CEO and co-founder of Amadeus Consulting, will discuss the impact of wea...
Many private cloud projects were built to deliver self-service access to development and test resources. While those clouds delivered faster access to resources, they lacked visibility, control and security needed for production deployments. In their session at 18th Cloud Expo, Steve Anderson, Product Manager at BMC Software, and Rick Lefort, Principal Technical Marketing Consultant at BMC Software, will discuss how a cloud designed for production operations not only helps accelerate developer...
So, you bought into the current machine learning craze and went on to collect millions/billions of records from this promising new data source. Now, what do you do with them? Too often, the abundance of data quickly turns into an abundance of problems. How do you extract that "magic essence" from your data without falling into the common pitfalls? In her session at @ThingsExpo, Natalia Ponomareva, Software Engineer at Google, will provide tips on how to be successful in large scale machine lear...
Angular 2 is a complete re-write of the popular framework AngularJS. Programming in Angular 2 is greatly simplified – now it's a component-based well-performing framework. This immersive one-day workshop at 18th Cloud Expo, led by Yakov Fain, a Java Champion and a co-founder of the IT consultancy Farata Systems and the product company SuranceBay, will provide you with everything you wanted to know about Angular 2.
SYS-CON Events announced today that Peak 10, Inc., a national IT infrastructure and cloud services provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Peak 10 provides reliable, tailored data center and network services, cloud and managed services. Its solutions are designed to scale and adapt to customers’ changing business needs, enabling them to lower costs, improve performance and focus inter...
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
As the rapid adoption of containers continues, companies are finding that they lack the operational tools to understand the behavior of applications deployed in these containers, and how to identify issues in their application infrastructure. For example, how are multiple containers within an application impacting each other’s performance? If an application’s service is degraded, which container is to blame? In the case of an application outage, what was the root cause of the outage?
SYS-CON Events announced today that Enzu, a leading provider of cloud hosting solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to foc...
Peak 10, Inc., has announced the implementation of IT service management, a business process alignment initiative based on the widely adopted Information Technology Infrastructure Library (ITIL) framework. The implementation of IT service management enhances Peak 10’s current service-minded approach to IT delivery by propelling the company to deliver higher levels of personalized and prompt service. The majority of Peak 10’s operations employees have been trained and certified in the ITIL frame...
SYS-CON Events announced today that Men & Mice, the leading global provider of DNS, DHCP and IP address management overlay solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. The Men & Mice Suite overlay solution is already known for its powerful application in heterogeneous operating environments, enabling enterprises to scale without fuss. Building on a solid range of diverse platform support,...
You deployed your app with the Bluemix PaaS and it's gaining some serious traction, so it's time to make some tweaks. Did you design your application in a way that it can scale in the cloud? Were you even thinking about the cloud when you built the app? If not, chances are your app is going to break. Check out this webcast to learn various techniques for designing applications that will scale successfully in Bluemix, for the confidence you need to take your apps to the next level and beyond.