| Issuer: | Essex Portfolio, L.P. |
| Guarantor: | Essex Property Trust, Inc. |
| Principal Amount: | $200,000,000. The Notes will be issued as additional notes of, and will form a single series of securities with, the $350,000,000 5.500% Senior Notes due 2034 issued on March 14, 2024 (the “original notes”). The total aggregate principal amount of the 5.500% Senior Notes due 2034 that will be outstanding following this reopening will be $550,000,000. The original notes and the Notes will share the same CUSIP number and be fungible. |
| Expected Ratings (Moody’s / S&P)* | Baa1 / BBB+ |
| Trade Date: | August 19, 2024 |
| Settlement Date: | August 21, 2024 (T+2) The Issuer expects that the delivery of the Notes will be made against payment therefor on or about August 21, 2024, which is the second business day following the date of the prospectus supplement (the settlement cycle being referred to as “T+2”). 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 second 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+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own adviser. |
| Maturity Date: | April 1, 2034 |
| Interest Payment Dates: | April 1 and October 1, commencing October 1, 2024 |
| Benchmark Treasury: | 3.875% due August 15, 2034 |
| Benchmark Treasury Price / Yield: | 100-04 / 3.860% |
| Spread to Benchmark Treasury: | T+125 basis points |
| Reoffer Yield: | 5.110% |
| Coupon: | 5.500% per annum |
| Price to Public: | 102.871% of the Principal Amount, plus accrued interest in the amount of $4,797,222.22 for the period from and including March 14, 2024 up to but excluding the Settlement Date. |
| Optional Redemption Provisions: | Prior to January 1, 2034 (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 25 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. 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. |
| CUSIP / ISIN: | 29717P BA4 / US29717PBA49 |
| Joint Book-Running Managers: | Wells Fargo Securities, LLC J.P. Morgan Securities LLC PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC |
| Senior Co-Managers: | BofA Securities, Inc. BMO Capital Markets Corp. Mizuho Securities USA LLC Truist Securities, Inc. |
| Co-Managers: | Regions Securities LLC Samuel A. Ramirez & Company, Inc. |
