Essex Property Trust Announces Expiration & Final Results for Exchange Offers & Consent Solicitations Relating to Senior Note...
April 02 2014 - 4:01PM
Marketwired
Essex Property Trust Announces Expiration and Final Results for
Exchange Offers and Consent Solicitations Relating to Senior Notes
Previously Issued by BRE Properties, Inc.
PALO ALTO, CA--(Marketwired - Apr 2, 2014) - Essex Property
Trust, Inc. (NYSE: ESS), a Maryland corporation ("Essex"), today
announced the expiration of and final results for the previously
announced exchange offers by its operating partnership, Essex
Portfolio, L.P., a California limited partnership ("EPLP"), to
exchange any and all of the 5.500% Senior Notes due 2017 (CUSIP No.
05564E BK1) (the "Existing 2017 Notes"), 5.200% Senior Notes due
2021 (CUSIP No. 05564E BL9) (the "Existing 2021 Notes") and 3.375%
Senior Notes due 2023 (CUSIP No. 05564E BM7) (the "Existing 2023
Notes" and, collectively with the Existing 2017 Notes and the
Existing 2021 Notes, the "Existing Notes") issued by BRE
Properties, Inc., a Maryland corporation ("BRE"), which in
accordance with the merger agreement, dated December 19, 2013,
between Essex and BRE, was merged into a wholly owned subsidiary of
Essex on April 1, 2014 (the "BRE Merger"), for EPLP's new 5.500%
Senior Notes due 2017 (the "New 2017 Notes"), 5.200% Senior Notes
due 2021 (the "New 2021 Notes") and 3.375% Senior Notes due 2023
(the "New 2023 Notes" and, collectively with the New 2017 Notes and
the New 2021 Notes, the "New Notes"), respectively, each guaranteed
by Essex and each with registration rights (collectively, the
"Exchange Offers"). EPLP has been advised by D.F. King &
Co., Inc., the exchange agent for the Exchange Offers, that holders
of:
- $274,188,000, or approximately 91.40% of the principal amount
of the Existing 2017 Notes;
- $282,577,000, or approximately 94.19% of the principal amount
of the Existing 2021 Notes; and
- $286,458,000, or approximately 95.49% of the principal amount
of the Existing 2023 Notes,
had validly tendered and not validly withdrawn their Existing
Notes as of the expiration date of 11:59 p.m., New York City time,
on April 1, 2014 (the "Expiration Date"). The settlement date for
the Exchange Offers is expected to occur on April 4, 2014.
Based on the results announced above, EPLP, on behalf of BRE,
received and accepted the requisite consents from the holders of
the Existing Notes and amended the indenture governing the Existing
Notes to eliminate substantially all of the restrictive and
affirmative covenants, eliminate an event of default provision, and
modify certain other provisions. Such amendments became effective
on April 1, 2014.
The following table sets forth the exchange consideration, the
early participation premium and the total exchange consideration
for each series of Existing Notes:
|
|
|
|
|
|
|
|
|
|
|
Title of Security |
|
CUSIP No. |
|
Aggregate Principal Amount Outstanding |
|
Exchange Consideration (1) |
|
Early Participation Premium (1) |
|
Total Exchange Consideration (1)(2) |
Notes |
|
Notes |
|
Cash |
|
Notes |
|
Cash |
5.500% Senior Notes due 2017 |
|
05564E BK 1 |
|
$300,000,000 |
|
$970 |
|
$30 |
|
$2.50 |
|
$1,000 |
|
$2.50 |
5.200% Senior Notes due 2021 |
|
05564E BL 9 |
|
$300,000,000 |
|
$970 |
|
$30 |
|
$2.50 |
|
$1,000 |
|
$2.50 |
3.375% Senior Notes due 2023 |
|
05564E BM 7 |
|
$300,000,000 |
|
$970 |
|
$30 |
|
$2.50 |
|
$1,000 |
|
$2.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
For
each $1,000 principal amount of Existing 2017 Notes, Existing 2021
Notes and Existing 2023 Notes, as the case may be, in each case,
subject to rounding down to $2,000 or the nearest integral multiple
of $1,000 in excess thereof. |
(2) |
Includes the early participation premium. |
Eligible holders whose Existing Notes were validly tendered at
or prior to the early participation and consent date of 5:00 p.m.,
New York City time, on March 18, 2014 (the "Early Participation and
Consent Date") and accepted for purchase will receive the total
exchange consideration. Eligible holders whose Existing Notes were
validly tendered at or prior to the Expiration Date but after the
Early Participation and Consent Date and accepted for purchase will
receive the exchange consideration, which, in the case of each
series is equal to the total exchange consideration minus the early
participation premium.
The New Notes have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or the securities laws
of any state and may not be offered or sold in the United States
absent registration or an exemption from the registration
requirements of the Securities Act and applicable state securities
laws. This press release is neither an offer to sell, nor the
solicitation of an offer to buy, nor a solicitation of consents
with respect to any securities, nor shall there be any sale of the
New Notes in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
The New Notes were offered only to qualified institutional
buyers as defined in Rule 144A under the Securities Act in reliance
on the exemption provided by Section 4(a)(2) of the Securities Act
or outside the United States to institutions other than "U.S.
persons" pursuant to Regulation S under the Securities Act
(collectively, "eligible holders").
About Essex Property
Trust, Inc.
Essex Property Trust, Inc., an S&P 500 company, is a fully
integrated real estate investment trust (REIT) that acquires,
develops, redevelops, and manages apartment communities located in
highly desirable, supply-constrained markets. As of April 1, 2014,
after giving effect to the BRE merger, Essex has ownership
interests in 233 multifamily properties with an additional 15
properties in various stages of development. Additional information
about Essex can be found on the Company's web site at
www.essexpropertytrust.com.
Contact
Information Barb Pak Director of Investor Relations
(650) 494-3700
bpak@essexpropertytrust.com
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