Summary
Essex Property Trust, Inc. (ESS) filed an 8-K on March 19, 2014, to announce the preliminary results of exchange offers and consent solicitations related to its pending merger with BRE Properties, Inc. (BRE). The operating partnership of Essex, EPLP, offered to exchange existing notes issued by BRE for new notes issued by EPLP. These exchange offers are conditioned on the completion of the BRE merger, though the merger's closing is not dependent on the exchange offers being completed. This filing provides an update on the progress of these financial maneuvers, which are integral to the successful integration of the two companies.
Key Highlights
- 1Essex Property Trust is proceeding with exchange offers for BRE Properties' senior notes as part of its merger agreement.
- 2The exchange offers are being conducted by Essex's operating partnership, EPLP, for existing BRE notes.
- 3New notes issued by EPLP will be offered in exchange for the existing BRE notes.
- 4The exchange offers are contingent on the consummation of the merger between Essex and BRE.
- 5The closing of the BRE merger is not dependent on the successful completion of these exchange offers.
- 6A press release detailing the preliminary results of these offers was filed as an exhibit.
- 7Investors are directed to a joint proxy statement/prospectus for detailed information on the merger and related solicitations.
Frequently Asked Questions
This 8-K filing announces the preliminary results of the exchange offers and consent solicitations being conducted by Essex Property Trust's operating partnership, EPLP, related to the proposed merger with BRE Properties, Inc.
The exchange offers are conditioned on the consummation of the BRE merger. However, the closing of the BRE merger itself is not conditioned upon the consummation of the exchange offers.
Investors holding existing senior notes issued by BRE Properties are being offered new senior notes issued by Essex Property Trust's operating partnership, EPLP, in exchange for their current holdings.
Investors are urged to read the definitive joint proxy statement/prospectus dated February 14, 2014, which was sent to security holders. This document, along with other relevant filings, can be found on the SEC's website (www.sec.gov) or the respective company websites (www.essexpropertytrust.com and www.breproperties.com).