Maryland (Essex Property Trust, Inc.)
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77-0369576 (Essex Property Trust, Inc.)
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California (Essex Portfolio, L.P.)
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77-0369575 (Essex Portfolio, L.P.)
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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100% of the principal amount of the Notes being redeemed; or
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the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on February 1, 2027 but for the redemption date (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate (as defined in the Indenture) plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the applicable redemption date; however, if a redemption date falls after a record date and on or prior to the corresponding interest payment date, the Operating Partnership will pay the full amount of accrued and unpaid interest and premium, if any, due on such interest payment date to the holder of record at the close of business on the corresponding record date.
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default for 30 days in the payment of any installment of interest under the Notes;
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default in the payment of the principal amount or redemption price due with respect to the Notes, when the same becomes due and payable;
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the failure by the Operating Partnership or the Company to comply with any of its other agreements contained in the Notes or the Indenture upon receipt by it or notice of such default by the trustee or by holders of not less than 25% in aggregate principal amount of the Notes then outstanding and the failure by the Operating Partnership or the Company to cure (or obtain a waiver of) such default within 60 days after receiving such notice;
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failure to pay any indebtedness for money borrowed by the Operating Partnership, the Company or any subsidiary in which the Operating Partnership has invested at least $50.0 million in capital (a “Significant Subsidiary”) in an outstanding principal amount in excess of $50.0 million at final maturity or upon acceleration after the expiration of any applicable grace period, which indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded, within 30 days after written notice to the Operating Partnership from the trustee (or to the Operating Partnership and the trustee from holders of at least 25% in principal amount of the outstanding notes); or
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certain events of bankruptcy, insolvency or reorganization or court appointment of a receiver, liquidator or trustee of the Operating Partnership, the Company or any Significant Subsidiary or any substantial part of their respective property.
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(d)
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Exhibits.
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4.1
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Indenture, dated April 10, 2017, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.625% Senior Notes due 2027 and the guarantee thereof.
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5.1
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Opinion of Perkins Coie LLP.
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5.2
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Opinion of Venable LLP.
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23.1
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Consent of Perkins Coie LLP (included in Exhibit 5.1).
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23.2
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Consent of Venable LLP (included in Exhibit 5.2).
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Essex Property Trust, Inc.
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/s/ Angela L. Kleiman |
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Name: Angela L. Kleiman
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Title: Executive Vice President & Chief Financial Officer
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Essex Portfolio, L.P.
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By: Essex Property Trust, Inc.
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/s/ Angela L. Kleiman |
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Name: Angela L. Kleiman
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Title: Executive Vice President & Chief Financial Officer
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