8-KOther EventsExhibits & Filings

ESSEX PROPERTY TRUST, INC. 8-K Report, Corporate Update (Mar 6, 2014)

Filed March 6, 2014For Securities:ESS

Summary

Essex Property Trust, Inc. (ESS) announced through its operating partnership, Essex Portfolio, L.P. (EPLP), the commencement of exchange offers for senior notes issued by BRE Properties, Inc. (BRE). This move is directly linked to the previously announced merger agreement between Essex and BRE, expected to close soon. The exchange offers allow holders of BRE's existing senior notes to swap them for new senior notes issued by EPLP, which will be guaranteed by Essex. This initiative aims to consolidate and refinance debt related to the upcoming BRE acquisition. Investors should note that these exchange offers are a condition for the completion of the BRE merger, highlighting the strategic importance of aligning the capital structures of both companies. The closing of the BRE merger, however, is not dependent on the success of these exchange offers. The filing also directs investors to a joint proxy statement/prospectus for comprehensive details on the merger and related matters, emphasizing the availability of this information on the SEC's website and through the companies' respective investor relations channels.

Key Highlights

  • 1Essex Property Trust (ESS) and its operating partnership (EPLP) launched exchange offers for BRE Properties, Inc. (BRE) senior notes.
  • 2The exchange offers are a key step related to the pending merger between ESS and BRE.
  • 3BRE noteholders can exchange their existing notes for new notes issued by EPLP and guaranteed by ESS.
  • 4The exchange offers are conditioned on the consummation of the BRE merger.
  • 5The closing of the BRE merger is NOT conditioned on the success of the exchange offers.
  • 6A joint proxy statement/prospectus containing important information about the merger is available to investors.
  • 7Investors are encouraged to review the definitive joint proxy statement/prospectus for further details on the transaction.

Frequently Asked Questions

The main purpose of the exchange offers is to allow holders of BRE Properties, Inc. senior notes to exchange them for new senior notes issued by Essex's operating partnership, EPLP, and guaranteed by Essex. This is part of the integration of BRE's debt into Essex's capital structure following the pending merger between the two companies.

Yes, the exchange offers are one of the customary closing conditions for the BRE merger. However, the consummation of the BRE merger is not dependent on the successful completion of these exchange offers.

More detailed information can be found in the definitive joint proxy statement/prospectus filed with the SEC and sent to security holders. This document, along with other relevant filings, is available on the SEC's website (www.sec.gov) and can also be obtained from Essex Property Trust's website (www.essexpropertytrust.com) or by contacting their Investor Relations. Information is also available from BRE Properties via their website (www.breproperties.com) or Investor Relations.

The exchange offers cover all of BRE's 5.500% Senior Notes due 2017, 5.200% Senior Notes due 2021, and 3.375% Senior Notes due 2023.