8-KMaterial AgreementsExhibits & Filings

ESSEX PROPERTY TRUST, INC. 8-K Report, Material Agreement (Dec 20, 2013)

Filed December 20, 2013For Securities:ESS

Summary

This 8-K filing from Essex Property Trust, Inc. (ESS) announces a definitive Agreement and Plan of Merger, outlining the terms of a significant business combination with BRE Properties, Inc. (BRE). The merger will be structured as a stock and cash transaction, where BRE shareholders will receive 0.2971 shares of Essex common stock and $12.33 in cash for each share of BRE common stock they own. This strategic move aims to create a larger, more diversified real estate investment trust with enhanced scale and operational efficiencies. Key aspects of the merger include the continuation of Michael J. Schall as CEO of the combined entity and the addition of three BRE board members to the Essex board. The transaction is subject to customary closing conditions, including the approval of both Essex and BRE stockholders, as well as regulatory approvals and tax opinions confirming REIT status. Investors should note that the filing also includes forward-looking statements regarding the anticipated benefits of the merger, but cautions that actual results may differ due to various risks and uncertainties.

Key Highlights

  • 1Essex Property Trust (ESS) has entered into a definitive merger agreement with BRE Properties, Inc. (BRE).
  • 2BRE shareholders will receive 0.2971 shares of ESS common stock and $12.33 in cash per BRE share.
  • 3The merger is structured to be tax-efficient, with expected maintenance of REIT status for the combined entity.
  • 4The transaction requires approval from both Essex and BRE stockholders.
  • 5Michael J. Schall will continue as President and CEO of the combined company, with three BRE directors joining the ESS board.
  • 6Customary representations, warranties, and covenants are included, along with provisions for termination fees and expense reimbursement under specific circumstances.
  • 7The filing includes a cautionary note about forward-looking statements and potential risks that could affect the transaction and future performance.

Frequently Asked Questions

This 8-K filing announces the execution of a definitive Agreement and Plan of Merger between Essex Property Trust, Inc. (Essex) and BRE Properties, Inc. (BRE), detailing the terms and conditions of their proposed merger.

BRE shareholders will receive 0.2971 shares of Essex common stock and $12.33 in cash for each share of BRE common stock they own.

The completion of the merger is contingent upon several customary conditions, including the approval of the merger by BRE's stockholders, the approval of the issuance of Essex common stock by Essex stockholders, the absence of any material adverse effect on either company, and the receipt of necessary tax opinions to maintain REIT status.

Michael J. Schall will remain as the President and Chief Executive Officer of Essex following the merger. Additionally, the size of the Essex board of directors will be increased to thirteen, with three current members of the BRE board joining the Essex board.