8-KOther EventsExhibits & Filings

EQUITY RESIDENTIAL 8-K Report, Corporate Update (May 24, 2013)

Filed May 24, 2013For Securities:EQR

Summary

This 8-K filing from Equity Residential (EQR) on May 24, 2013, details a significant secondary offering of 15,068,000 common shares. These shares are being sold by Jupiter Enterprise LP, an indirect wholly-owned subsidiary of Lehman Brothers Holdings Inc., acting as the selling shareholder. The offering is being conducted through a Terms Agreement with Goldman, Sachs & Co. as the underwriter and is expected to close on May 28, 2013. Importantly for investors, Equity Residential itself will not receive any proceeds from this sale. The offering is made under a previously filed Form S-3 registration statement and a related prospectus supplement. This event primarily represents a divestiture by a large shareholder (Lehman affiliate) rather than a capital raise for the company itself.

Key Highlights

  • 1Secondary offering of 15,068,000 Equity Residential common shares.
  • 2Selling shareholder is Jupiter Enterprise LP, an affiliate of Lehman Brothers Holdings Inc.
  • 3Equity Residential will not receive any proceeds from the sale of these shares.
  • 4Goldman, Sachs & Co. is acting as the underwriter for the offering.
  • 5The offering is expected to close on May 28, 2013.
  • 6The sale is being conducted under a Form S-3 registration statement and prospectus supplement.

Frequently Asked Questions

No, Equity Residential (EQR) will not receive any proceeds from the sale of these 15,068,000 shares. The shares are being sold by a third-party shareholder, Jupiter Enterprise LP.

The shares are being sold by Jupiter Enterprise LP, which is an indirect wholly-owned subsidiary of Lehman Brothers Holdings Inc. This indicates a divestiture by a Lehman-affiliated entity.

For existing EQR shareholders, this filing signifies a large block of shares being moved into the public market by a major shareholder. It does not represent a dilutive capital raise for the company itself, as EQR is not receiving proceeds. The market impact will depend on demand and the selling shareholder's strategy.

The offering is being conducted pursuant to a Terms Agreement dated May 22, 2013, entered into by Equity Residential, its operating partnership, the selling shareholder (Jupiter Enterprise LP), and the underwriter (Goldman, Sachs & Co.).