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Issuer:
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Essex Portfolio, L.P.
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Guarantor:
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Essex Property Trust, Inc.
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Principal Amount:
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$350,000,000
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Trade Date:
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December 3, 2025
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Settlement Date:
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December 12, 2025 (T+7)
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The Issuer expects that the delivery of the Notes will be made against payment therefor on or about December 12, 2025, which is the seventh business day following the date of the prospectus supplement (the settlement cycle being referred
to as “T+7”). Under Rule 15c6-1 of the SEC promulgated under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to that trade expressly agree otherwise at the time of
the trade. Accordingly, purchasers who wish to trade the Notes prior to the business day preceding the closing date for the Notes will be required, by virtue of the fact that the Notes initially will settle in T+7, to specify an alternate
settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own adviser.
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Maturity Date:
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February 15, 2036
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Interest Payment Dates:
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February 15 and August 15, commencing August 15, 2026
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Benchmark Treasury:
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4.000% due November 15, 2035
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Benchmark Treasury Price / Yield:
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99-17 / 4.058%
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Spread to Benchmark Treasury:
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T+93 basis points
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Yield to Maturity:
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4.988%
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Coupon:
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4.875% per annum
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Price to Public:
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99.093% of the Principal Amount, plus accrued interest, if any, from the Settlement Date if settlement occurs after the Settlement Date.
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Optional Redemption Provisions:
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Prior to November 15, 2035 (three months prior to the maturity date) (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and
rounded to three decimal places) equal to the greater of: (i)(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 Notes) plus 15 basis points less (b) interest accrued to but excluding the date of redemption; and (ii)
100% of the principal amount of the Notes being redeemed; plus, in either case, accrued and unpaid interest thereon to the redemption date.
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On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid
interest thereon to the redemption date.
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CUSIP / ISIN:
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29717P BD8 / US29717PBD87
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Active Joint Bookrunners:
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Wells Fargo Securities, LLC
J.P. Morgan Securities LLC
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Passive Joint Bookrunners:
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BofA Securities, Inc.
Mizuho Securities USA LLC
PNC Capital Markets LLC
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
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Senior Co-Managers:
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BMO Capital Markets Corp.
Regions Securities LLC
Scotia Capital (USA) Inc.
Truist Securities, Inc.
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Co-Manager:
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Samuel A. Ramirez & Company, Inc.
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