Essex Property Trust Enters Material Definitive Agreement

TL;DR

ESS just signed a big financial deal, details to come.

AI Summary

On March 14, 2024, Essex Property Trust, Inc. (ESS) entered into a material definitive agreement related to financial obligations. The filing details the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant.

Why It Matters

This filing indicates Essex Property Trust is undertaking new financial commitments, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce new risks related to debt, interest rates, and market conditions.

Key Players & Entities

• Essex Property Trust, Inc. (company) — Registrant
• 0001140361-24-013247 (filing_id) — Accession Number
• 20240314 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value (Essex Property Trust, Inc.)
• $350.0 million — rty Trust, Inc. (the "Company"), issued $350.0 million aggregate principal amount of its 5.500
• $346.5 m — issuance of the Notes was approximately $346.5 million, after deducting the underwriting
• $50.0 million — tstanding principal amount in excess of $50.0 million at final maturity or upon acceleration

Filing Documents

• ny20023289x7_8k.htm (8-K) — 68KB
• ny20023289x7_ex4-1.htm (EX-4.1) — 591KB
• ny20023289x7_ex4-2.htm (EX-4.2) — 359KB
• ny20023289x7_ex5-1.htm (EX-5.1) — 23KB
• ny20023289x7_ex5-2.htm (EX-5.2) — 30KB
• ny20023289x7_ex5-1img01.jpg (GRAPHIC) — 4KB
• ny20023289x7_ex5-1img02.jpg (GRAPHIC) — 3KB
• ny20023289x7_ex5-2img01.jpg (GRAPHIC) — 4KB
• ny20023289x7_ex5-2img02.jpg (GRAPHIC) — 4KB
• 0001140361-24-013247.txt ( ) — 1418KB
• ess-20240314.xsd (EX-101.SCH) — 4KB
• ess-20240314_def.xml (EX-101.DEF) — 17KB
• ess-20240314_lab.xml (EX-101.LAB) — 25KB
• ess-20240314_pre.xml (EX-101.PRE) — 19KB
• ny20023289x7_8k_htm.xml (XML) — 6KB

01 Entry Into a Material Definitive

Item 1.01 Entry Into a Material Definitive Agreement. On March 14, 2024, Essex Portfolio, L.P. (the "Operating Partnership"), the operating partnership of Essex Property Trust, Inc. (the "Company"), issued $350.0 million aggregate principal amount of its 5.500% senior notes due 2034 (the "Notes"). The terms of the Notes are governed by an indenture, dated March 14, 2024 (the "Base Indenture"), among the Operating Partnership, as issuer, the Company, as guarantor (in such capacity, the "Guarantor"), and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by a first supplemental indenture, dated as of March 14, 2024 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), by and among the Operating Partnership, the Guarantor and the Trustee. The Indenture contains various restrictive covenants, including limitations on the Operating Partnership's ability to consummate a merger, consolidation or sale of all or substantially all of its assets and limitations on its ability to incur additional secured and unsecured indebtedness. Copies of the Base Indenture and the First Supplemental Indenture, including the form of the Notes and guarantee of the Notes by the Guarantor, the terms of which are incorporated herein by reference, are attached as Exhibit 4.1 and 4.2, respectively, to this report. See Item 2.03 below for additional information. The net proceeds from the issuance of the Notes was approximately $346.5 million, after deducting the underwriting discount and estimated offering expenses. The Operating Partnership intends to use the net proceeds of this offering to repay upcoming debt maturities, including to fund a portion of the repayment of the Operating Partnership's 3.875% senior unsecured notes due May 2024 upon maturity thereof, and for other general corporate and working capital purposes, which may include the funding of potential acquisition opportunities. Pending application of

03 Creation of a Direct Financial

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On March 14, 2024, the Operating Partnership issued $350.0 million aggregate principal amount of Notes. The Operating Partnership offered the Notes at 99.752% of the principal amount thereof. The Notes are general unsecured senior obligations of the Operating Partnership and will rank equally in right of payment with all other senior unsecured obligations of the Operating Partnership. However, the Notes are effectively subordinated in right of payment to all of the Operating Partnership's existing and future secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future secured and unsecured liabilities and preferred equity of the Operating Partnership's subsidiaries, including guarantees by the Operating Partnership's subsidiaries of the Operating Partnership's other indebtedness. The Notes bear interest at 5.500% per annum. Interest is payable semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 2024, until the maturity date of April 1, 2034. The Operating Partnership's obligations under the Notes are fully and unconditionally guaranteed by the Guarantor. Prior to January 1, 2034 (the "Par Call Date"), the Notes will be redeemable in whole at any time or in part from time to time, at the Operating Partnership's option and in its sole discretion, at a redemption price equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Supplemental Indenture) plus 25 basis points less (b) interest accrued to but excluding the date of redemption; and 100% of the principal amount

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Base Indenture, dated March 14, 2024, by and among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee. 4.2 First Supplemental Indenture, dated March 14, 2024, by and among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank Trust Company, National Association, as trustee, including the form of 5.500% Senior Notes due 2034 and the guarantee thereof. 5.1 Opinion of Latham & Watkins LLP. 5.2 Opinion of Venable LLP. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1). 23.2 Consent of Venable LLP (included in Exhibit 5.2). 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized. Date: March 14, 2024 ESSEX PROPERTY TRUST, INC. /s/ Barbara Pak Name: Barbara Pak Title: Executive Vice President and Chief Financial Officer ESSEX PORTFOLIO, L.P. By: Essex Property Trust, Inc. its General Partner /s/ Barbara Pak Name: Barbara Pak Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR