Filed Pursuant to Rule 433
Registration Nos. 333-227600 and 333-227600-01
August 10, 2020
Essex Portfolio, L.P.
$600,000,000
$300,000,000 1.650% Senior Notes due 2031
$300,000,000 2.650% Senior Notes due 2050
fully and unconditionally guaranteed by
Essex Property Trust, Inc.
Issuer: | Essex Portfolio, L.P. | | |
Guarantor: | Essex Property Trust, Inc. | | |
Expected Ratings (Moody’s / S&P / Fitch)*: | Baa1 / BBB+ / BBB+ | | |
Trade Date: | August 10, 2020 | | |
Settlement Date**: | August 24, 2020 (T+10) | | |
Joint Book-Running Managers: | Wells Fargo Securities, LLC Citigroup Global Markets Inc. J.P. Morgan Securities LLC U.S. Bancorp Investments, Inc. Jefferies LLC MUFG Securities Americas Inc. | | |
Senior Co-Managers: | BNP Paribas Securities Corp. Mizuho Securities USA LLC Regions Securities LLC Truist Securities, Inc. | | |
Co-Managers: | Barclays Capital Inc. Capital One Securities, Inc. Scotia Capital (USA) Inc. | | |
Title: | 1.650% Senior Notes due 2031 | | 2.650% Senior Notes due 2050 |
Principal Amount: | $300,000,000 | | $300,000,000 |
Maturity Date: | January 15, 2031 | | September 1, 2050 |
Interest Payment Dates: | January 15 and July 15, commencing January 15, 2021 | | March 1 and September 1, commencing March 1, 2021 |
Benchmark Treasury: | UST 0.625% due May 15, 2030 | | UST 2.000% due February 15, 2050 |
Benchmark Treasury Price / Yield: | 100-16 / 0.572% | | 118-27+ / 1.235% |
Spread to Benchmark Treasury: | T+118 basis points | | T+143 basis points |
Yield to Maturity: | 1.752% | | 2.665% |
Coupon: | 1.650% per annum | | 2.650% per annum |
Price to Public: | 99.035% of the Principal Amount, plus accrued interest, if any, from the Settlement Date if settlement occurs after the Settlement Date | | 99.691% of the Principal Amount, plus accrued interest, if any, from the Settlement Date if settlement occurs after the Settlement Date |
Optional Redemption Provisions: | Prior to October 15, 2030, make-whole call as set forth in the preliminary prospectus supplement at Treasury + 20 basis points On or after October 15, 2030, the redemption price will be 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date, as set forth in the preliminary prospectus supplement | | Prior to March 1, 2050, make-whole call as set forth in the preliminary prospectus supplement at Treasury + 25 basis points On or after March 1, 2050, the redemption price will be 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date, as set forth in the preliminary prospectus supplement |
CUSIP / ISIN: | 29717P AW7 / US29717PAW77 | | 29717P AX5 / US29717PAX50 |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | The Issuer expects that the delivery of the Notes will be made against payment therefor on or about August 24, 2020, which is the tenth business day following the date of the prospectus supplement (the settlement cycle being referred to as “T+10”). Under Rule 15c6-1 of the SEC promulgated under the Exchange Act, trades in the secondary market generally are required to settle in two business days, 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+10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own adviser. |
The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it from (i) Wells Fargo Securities, LLC toll free at 1-800-645-3751, (ii) Citigroup Global Markets Inc. toll free at 1-800-831-9146, (iii) J.P. Morgan Securities LLC collect at 1-212-834-4533, or (iv) U.S. Bancorp Investments, Inc. toll free at 1-877-558-2607.
