8-KMaterial AgreementsOther EventsExhibits & Filings

ESSEX PROPERTY TRUST, INC. 8-K Report, Material Agreement (Jul 24, 2006)

Filed July 24, 2006For Securities:ESS

Summary

Essex Property Trust, Inc. (ESS) announced on July 24, 2006, the pricing of a public offering for 5,200,000 shares of its 4.875% Series G Cumulative Convertible Preferred Stock. The offering also includes an over-allotment option for an additional 780,000 shares. The transaction, which is expected to close on July 26, 2006, was executed through an underwriting agreement with Banc of America Securities LLC. This move signifies the company's strategy to raise capital, likely for general corporate purposes, property acquisitions, or development activities, which are common for REITs. Investors should note the convertible nature of the preferred stock, which offers potential upside if the common stock price increases, alongside the fixed dividend. The Series G Preferred Stock carries a liquidation preference of $25.00 per share and a fixed annual dividend rate of 4.875%.

Key Highlights

  • 1Essex Property Trust (ESS) priced an offering of 5.2 million shares of 4.875% Series G Cumulative Convertible Preferred Stock.
  • 2An over-allotment option for an additional 780,000 shares was granted to the underwriter.
  • 3The offering is expected to close on July 26, 2006.
  • 4The Series G Preferred Stock has a liquidation preference of $25.00 per share.
  • 5The preferred stock is convertible, offering potential equity upside for investors.
  • 6Banc of America Securities LLC acted as the underwriter for the offering.
  • 7The company entered into a material definitive agreement (Underwriting Agreement) for this offering.

Frequently Asked Questions

This 8-K filing is primarily to report on Essex Property Trust's entry into a material definitive agreement related to the public offering of its Series G Cumulative Convertible Preferred Stock and to announce the pricing of this offering via a press release.

The Series G Cumulative Convertible Preferred Stock has a liquidation preference of $25.00 per share, pays a fixed annual dividend of 4.875%, and is convertible, meaning holders can convert it into a fixed number of Essex Property Trust's common shares under certain conditions.

The offering of the Series G Preferred Stock is expected to close on July 26, 2006.

The over-allotment option, also known as a greenshoe option, allows the underwriter to purchase an additional 780,000 shares of Series G Preferred Stock if there is strong demand for the offering. This is a common practice to help stabilize the stock price and meet investor demand.