8-KMaterial AgreementsExhibits & Filings

ESSEX PROPERTY TRUST, INC. 8-K Report, Material Agreement (May 27, 2009)

Filed May 27, 2009For Securities:ESS

Summary

Essex Property Trust, Inc. (ESS) has filed an 8-K detailing a significant amendment and restatement of its primary operating partnership's agreement, Essex Portfolio, L.P. This filing, dated May 27, 2009, consolidates sixteen previous amendments into a single, updated document, known as the Second Amended and Restated Agreement of Limited Partnership. The primary purpose of this restatement is to streamline and clarify the partnership's governing documents, removing provisions related to previously outstanding preferred securities that have since been converted or redeemed. For investors, this action signifies a move towards improved corporate governance and transparency by simplifying the legal framework of the partnership. While not representing a new transaction or material change in business operations, this consolidation of amendments ensures that the partnership agreement accurately reflects the current capital structure and eliminates outdated clauses. This tidying of the legal structure is a standard practice for companies to maintain clear and efficient operational and legal documentation.

Key Highlights

  • 1Essex Property Trust, Inc. (ESS) amended and restated the partnership agreement for its operating subsidiary, Essex Portfolio, L.P.
  • 2The new agreement, the Second Amended and Restated Agreement of Limited Partnership, consolidates sixteen prior amendments into one document.
  • 3This restatement aims to simplify and clarify the partnership's governing documents.
  • 4Provisions related to now-converted or redeemed preferred stock and preferred units have been deleted or modified.
  • 5The company's 8.75% Convertible Preferred Stock, Series 1996A, has been fully converted.
  • 6All Series C, D, and E Preferred Units of the Partnership have been redeemed or repurchased.
  • 7The filing does not indicate new material definitive agreements or financial transactions beyond the restructuring of existing partnership documents.

Frequently Asked Questions

The main purpose is to consolidate sixteen previous amendments into a single, streamlined document. This clarifies and updates the governing agreement for Essex Portfolio, L.P., ensuring it accurately reflects the current structure and eliminates outdated provisions.

No, this filing primarily concerns the internal governance and legal documentation of the partnership. It restates existing agreements and removes provisions related to securities that are no longer outstanding, rather than announcing new business activities or strategic shifts.

These provisions were removed or modified because the associated securities are no longer outstanding. The 8.75% Convertible Preferred Stock, Series 1996A, has been fully converted into common stock, and the Series C, D, and E Preferred Units have been redeemed or repurchased by the partnership.

This is primarily a corporate housekeeping measure that enhances clarity and governance. It does not represent a new financial transaction or a change in the company's financial condition or operational strategy, so its direct financial impact is expected to be minimal.