|By Marketwired .||
|March 5, 2014 06:00 PM EST||
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.
Director of Investor Relations
One of the hottest areas in cloud right now is DRaaS and related offerings. In his session at 16th Cloud Expo, Dale Levesque, Disaster Recovery Product Manager with Windstream's Cloud and Data Center Marketing team, will discuss the benefits of the cloud model, which far outweigh the traditional approach, and how enterprises need to ensure that their needs are properly being met.
Jul. 28, 2015 05:00 AM EDT Reads: 1,649
Palerra, the cloud security automation company, announced enhanced support for Amazon AWS, allowing IT security and DevOps teams to automate activity and configuration monitoring, anomaly detection, and orchestrated remediation, thereby meeting compliance mandates within complex infrastructure deployments. "Monitoring and threat detection for AWS is a non-trivial task. While Amazon's flexible environment facilitates successful DevOps implementations, it adds another layer, which can become a ...
Jul. 27, 2015 10:15 PM EDT Reads: 266
The speed of software changes in growing and large scale rapid-paced DevOps environments presents a challenge for continuous testing. Many organizations struggle to get this right. Practices that work for small scale continuous testing may not be sufficient as the requirements grow. In his session at DevOps Summit, Marc Hornbeek, Sr. Solutions Architect of DevOps continuous test solutions at Spirent Communications, explained the best practices of continuous testing at high scale, which is rele...
Jul. 27, 2015 10:00 PM EDT Reads: 1,315
"We got started as search consultants. On the services side of the business we have help organizations save time and save money when they hit issues that everyone more or less hits when their data grows," noted Otis Gospodnetić, Founder of Sematext, in this SYS-CON.tv interview at @DevOpsSummit, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 27, 2015 09:45 PM EDT Reads: 968
Growth hacking is common for startups to make unheard-of progress in building their business. Career Hacks can help Geek Girls and those who support them (yes, that's you too, Dad!) to excel in this typically male-dominated world. Get ready to learn the facts: Is there a bias against women in the tech / developer communities? Why are women 50% of the workforce, but hold only 24% of the STEM or IT positions? Some beginnings of what to do about it! In her Opening Keynote at 16th Cloud Expo, S...
Jul. 27, 2015 09:00 PM EDT Reads: 2,024
With SaaS use rampant across organizations, how can IT departments track company data and maintain security? More and more departments are commissioning their own solutions and bypassing IT. A cloud environment is amorphous and powerful, allowing you to set up solutions for all of your user needs: document sharing and collaboration, mobile access, e-mail, even industry-specific applications. In his session at 16th Cloud Expo, Shawn Mills, President and a founder of Green House Data, discussed h...
Jul. 27, 2015 08:45 PM EDT Reads: 181
Delphix, the market leader in Data as a Service (DaaS), has been announced winner of the DevOps Solution Award at the prestigious Computing Vendor Excellence Awards in London. The awards celebrate the achievements of the technology vendors and service providers that are leading the field of enterprise IT. Delphix was recognised as the vendor demonstrating the most effective support of DevOps culture for its ability to improve time to market and collaboration between teams.
Jul. 27, 2015 08:00 PM EDT Reads: 256
"Our biggest growth area has been the security services, the managed services - the things that differentiate us in the market that there is no client that's too small and there's no client that's too big," explained Paul Mazzucco, Chief Security Officer at TierPoint, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 27, 2015 06:30 PM EDT Reads: 305
"We've just seen a huge influx of new partners coming into our ecosystem, and partners building unique offerings on top of our API set," explained Seth Bostock, Chief Executive Officer at IndependenceIT, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 27, 2015 06:00 PM EDT Reads: 516
The Cloud industry has moved from being more than just being able to provide infrastructure and management services on the Cloud. Enter a new era of Cloud computing where monetization’s services through the Cloud are an essential piece of strategy to feed your organizations bottom-line, your revenue and Profitability. In their session at 16th Cloud Expo, Ermanno Bonifazi, CEO & Founder of Solgenia, and Ian Khan, Global Strategic Positioning & Brand Manager at Solgenia, discussed how to easily o...
Jul. 27, 2015 06:00 PM EDT Reads: 330
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at @ThingsExpo, James Kirkland, Red Hat's Chief Arch...
Jul. 27, 2015 05:30 PM EDT Reads: 1,331
Sysdig has announced two significant milestones in its mission to bring infrastructure and application monitoring to the world of containers and microservices: a $10.7 million Series A funding led by Accel and Bain Capital Ventures (BCV); and the general availability of Sysdig Cloud, the first monitoring, alerting, and troubleshooting platform specializing in container visibility, which is already used by more than 30 enterprise customers. The funding will be used to drive adoption of Sysdig Clo...
Jul. 27, 2015 05:00 PM EDT Reads: 399
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
Jul. 27, 2015 03:00 PM EDT Reads: 428
The Internet of Things is not only adding billions of sensors and billions of terabytes to the Internet. It is also forcing a fundamental change in the way we envision Information Technology. For the first time, more data is being created by devices at the edge of the Internet rather than from centralized systems. What does this mean for today's IT professional? In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists addressed this very serious issue of pro...
Jul. 27, 2015 03:00 PM EDT Reads: 1,222
"We do data integration for B2B also application to application, and we do data management and enable Big Data," explained Pat Adamiak, Vice President, Product Marketing at Liaison Technologies, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 27, 2015 03:00 PM EDT Reads: 299