8-KMaterial AgreementsRegulation FDExhibits & Filings

ESSEX PROPERTY TRUST, INC. 8-K Report, Material Agreement (May 26, 2015)

Filed May 26, 2015For Securities:ESS

Summary

Essex Property Trust, Inc. (ESS) reported on May 26, 2015, a material agreement related to the issuance and sale of common stock. Specifically, the company entered into a Terms Agreement with Citigroup Global Markets Inc. for the sale of 250,000 shares of common stock at a price of $222.10 per share. This offering, which closed on May 26, 2015, is expected to generate approximately $56 million in net proceeds for the company. The net proceeds from this offering are intended to be contributed to Essex Portfolio, L.P., the company's operating partnership. The operating partnership plans to utilize these funds for general corporate purposes, which may include repaying indebtedness, funding working capital needs, and engaging in external investment activities. This offering was conducted under an existing Equity Distribution Agreement with Citigroup and was registered under the Securities Act of 1933.

Key Highlights

  • 1Entry into a Terms Agreement with Citigroup Global Markets Inc. for the sale of 250,000 shares of common stock.
  • 2Offering price of $222.10 per share.
  • 3Expected net proceeds of approximately $56 million from the share offering.
  • 4Proceeds will be contributed to the operating partnership (Essex Portfolio, L.P.) for general corporate purposes.
  • 5Potential uses of funds include debt repayment, working capital, and external investments.
  • 6Offering was conducted under an existing Equity Distribution Agreement and registered under the Securities Act of 1933.
  • 7Disclosure of ongoing ATM (At-The-Market) sales activity, with $217.1 million raised in Q1 2015 through May 20, 2015.

Frequently Asked Questions

The primary purpose of this Form 8-K filing was to report the entry into a material agreement, specifically a Terms Agreement with Citigroup Global Markets Inc. for the issuance and sale of the Company's common stock.

The company expected to raise approximately $56 million in net proceeds from the sale of 250,000 shares of common stock at $222.10 per share.

The net proceeds will be contributed to Essex Portfolio, L.P., the company's operating partnership. The operating partnership intends to use these funds for general corporate purposes, which may include repaying indebtedness, funding working capital, and for certain external investment activities.

Yes, the filing also noted that Essex Property Trust has similar equity distribution agreements with other underwriters and disclosed that through its ongoing At-The-Market (ATM) sales activity, it had sold 962,911 shares for $217.1 million net of fees and commissions from the first quarter of 2015 through May 20, 2015, excluding the specific offering described.