Essex Property Trust Files 8-K

TL;DR

Essex Property Trust filed an 8-K, check for updates.

AI Summary

Essex Property Trust, Inc. filed an 8-K on August 5, 2024, reporting other events and financial statements/exhibits. The filing does not contain specific financial figures or details about the 'Other Events' beyond its classification.

Why It Matters

This filing indicates Essex Property Trust is providing updates or disclosures to the SEC, which could be material to investors.

Risk Assessment

Risk Level: low — The filing is a standard disclosure and does not contain immediate negative or positive financial news.

Key Players & Entities

• ESSEX PROPERTY TRUST, INC. (company) — Filer
• ESSEX PORTFOLIO LP (company) — Former Company

FAQ

Key Financial Figures

• $900,000,000 — an aggregate gross sales price of up to $900,000,000 from time to time through the Agents, a
• $900 million — ith any forward sale agreements, exceed $900 million. The Company will not initially recei

Filing Documents

• ny20033418x3_8k.htm (8-K) — 51KB
• ny20033418x3_ex1-1.htm (EX-1.1) — 756KB
• ny20033418x3_ex5-1.htm (EX-5.1) — 32KB
• ny20033418x3_ex5-1img01.jpg (GRAPHIC) — 6KB
• 0001140361-24-035769.txt ( ) — 1121KB
• ess-20240805.xsd (EX-101.SCH) — 4KB
• ess-20240805_lab.xml (EX-101.LAB) — 21KB
• ess-20240805_pre.xml (EX-101.PRE) — 16KB
• ny20033418x3_8k_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events. On August 5, 2024, Essex Property Trust, Inc. (the "Company") entered into an equity distribution agreement (the "Equity Distribution Agreement") with Mizuho Securities USA LLC, BofA Securities, Inc., BMO Capital Markets Corp., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (each an "Agent" and together the "Agents"), Nomura Securities International, Inc., as a Forward Seller (as defined below), and the Forward Purchasers (as defined below) providing for the offer and sale of shares of the Company's common stock having an aggregate gross sales price of up to $900,000,000 from time to time through the Agents, acting as the Company's sales agents or, if applicable, as Forward Sellers, or directly to the Agents acting as principal. The Equity Distribution Agreement replaces the Company's prior equity distribution agreement entered into on September 24, 2021, which was terminated upon the execution of the Equity Distribution Agreement. Sales, if any, of shares of common stock made through the Agents, as the Company's sales agents or as Forward Sellers pursuant to the Equity Distribution Agreement, may be made (1) in "at the market" offerings (as defined in Rule 415 under the Securities Act of 1933, as amended) by means of ordinary brokers' transactions at market prices prevailing at the time of sale, including sales made directly on the New York Stock Exchange, sales made to or through a market maker other than on an exchange and sales made through other securities exchanges or electronic communications networks and (2) in privately negotiated transactions, which may include block trades. The Company will pay the applicable Agent a commission at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the gross sales price per share of the Company's common stock sold through such Agent,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Equity Distribution Agreement, dated August 5, 2024, by and among Essex Property Trust, Inc. and Mizuho Securities USA LLC, BofA Securities, Inc., BMO Capital Markets Corp., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as Agents and Forward Sellers (except BTIG, LLC, which acts only as an Agent), Nomura Securities International, Inc. (acting through BTIG, LLC as agent), as a Forward Seller, and Mizuho Markets Americas LLC, Bank of America, N.A., Bank of Montreal, Jefferies LLC, JPMorgan Chase Bank, National Association, Nomura Global Financial Products Inc., Regions Securities LLC, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as Forward Purchasers. 5.1 Opinion of Venable LLP. 23.1 Consent of Venable LLP (included in Exhibit 5.1). 99.1 Form of Master Forward Confirmation, by and between Essex Property Trust, Inc. and a Forward Purchaser (included in Exhibit 1.1 hereto). 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: August 5, 2024 ESSEX PROPERTY TRUST, INC. /s/ Anne Morrison Name: Anne Morrison Title: Chief Administrative Officer, Executive Vice President, General Counsel & Secretary ESSEX PORTFOLIO, L.P. By: Essex Property Trust, Inc. Its: General Partner /s/ Anne Morrison Name: Anne Morrison Title: Chief Administrative Officer, Executive Vice President, General Counsel & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR