Essex Property Trust Announces Conversion of 4.875% Series G Cumulative Convertible Preferred Stock
May 06 2014 - 9:00AM
Marketwired
Essex Property Trust Announces Conversion of 4.875% Series G
Cumulative Convertible Preferred Stock
PALO ALTO, CA--(Marketwired - May 6, 2014) - Essex Property
Trust, Inc. (NYSE: ESS) ("Essex") today announced that Essex has
elected to convert all outstanding shares of its 4.875% Series G
Cumulative Convertible Preferred Stock ("Series G Preferred Stock")
into shares of common stock in accordance with the terms of the
Series G Preferred Stock. As of May 2, 2014, there were 178,249
shares of Series G Preferred Stock outstanding.
The conversion will take place and be effective on May 13, 2014
(the "Conversion Date").
On the Conversion Date, each share of Series G Preferred Stock
will convert into 0.19301 shares of common stock of Essex (the
"Common Stock"). Essex will not issue fractional shares of Common
Stock upon the conversion of shares of the Series G Preferred
Stock. Instead, Essex will pay the value of such fractional shares
in cash in an amount equal to the fractional interest multiplied by
the closing sale price per share of the Common Stock on the New
York Stock Exchange on May 12, 2014, the trading day immediately
prior to the Conversion Date.
This conversion is being made at the option of Essex pursuant to
Section 8(b) of Exhibit A to the Essex Articles of Amendment and
Restatement setting forth the rights and preferences of the Series
G Preferred Stock. Essex is entitled to elect this conversion if
the closing sale price of the Common Stock equals or exceeds 130%
of the conversion price for at least twenty trading days in a
period of thirty consecutive trading days (including the last
trading day of such period), ending on the trading day immediately
prior to issuance of a press release by Essex announcing its intent
to exercise its conversion option. This condition has been met as
of May 5, 2014, the trading day immediately prior to the date of
this press release. The current conversion price is $129.53, and
the Common Stock has traded at or above the 130% level ($168.39)
for the required number of trading days.
Pursuant to the terms of the Articles of Amendment and
Restatement governing the Series G Preferred Stock, the holders of
shares of Series G Preferred Stock will not be entitled to receive
any portion of the dividend accruing on the converted shares from
April 30, 2014, which was the last dividend payment date, through
the Conversion Date of May 13, 2014. On and after the Conversion
Date, the only remaining rights of the holders of the shares of
Series G Preferred Stock will be to receive 0.19301 shares of
Common Stock per $25.00 liquidation preference and payment for any
fractional interests.
On or before the Conversion Date, all funds necessary for
payment for any fractional shares will have been irrevocably set
aside by Essex, separate and apart from other funds, in trust for
the benefit of the holders of the shares of Series G Preferred
Stock. Notice of the conversion will be delivered to The Depository
Trust and Clearing Corporation on or about May 6, 2014. The holders
of the shares of Series G Preferred Stock are advised that
Computershare Trust Company, N.A. and Computershare, Inc. (the
"Conversion Agent") may withhold a portion of the amount payable
for any fractional interest to any holder who has not previously
furnished the Conversion Agent with certification establishing an
exemption from or reduction in withholding. Accordingly, each
holder who has not already done so is urged to execute and deliver
an Internal Revenue Service Form W-9, an applicable Internal
Revenue Service Form W-8 or other applicable form with its shares
of Series G Preferred Stock in order to receive full payment for
the fractional shares.
Questions and requests for assistance may be directed to the
Conversion Agent at (800) 546-5141 or (781) 575-2765.
About Essex Property
Trust Essex Property Trust, Inc., an S&P 500 company, is
a fully integrated real estate investment trust (REIT) that
acquires, develops, redevelops, and manages multifamily residential
properties in selected West Coast markets. Essex currently has
ownership interests in 233 apartment communities with an additional
15 properties in various stages of active 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@essex.com
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