Equity Residential Announces Early Results of Cash Tender Offers and Consent Solicitations for Certain Outstanding Debt Securities

CHICAGO--(BUSINESS WIRE)--

Equity Residential EQR announced today the early tender results of the previously announced tender offers (the "Tender Offers") and solicitations of consents (the "Consent Solicitations" and, together with the Tender Offers, the "Offer") by its operating partnership subsidiary, ERP Operating Limited Partnership (the "Operating Partnership"), to purchase for cash certain debt securities listed in the tables below (collectively, the "Securities" and each, a "series" of Securities).

The Offer is being made solely pursuant to and is subject to the terms and conditions set forth in the Operating Partnership's offer to purchase and consent solicitation statement (the "Offer to Purchase"), dated January 14, 2016, and a related Consent and Letter of Transmittal (together, the "Offer Materials"), which sets forth a more detailed description of the terms of the Offer.

The tables below set forth the principal amount of each series of Securities that were validly tendered and not withdrawn as of 5:00 p.m., New York City time, on January 28, 2016 (the "Early Tender Date").

Any and All Tender Offers

Title of Security

CUSIP Number

Principal Amount Outstanding

Principal Amount Tendered

U.S. Treasury Reference Security

Bloomberg Reference Page

Fixed Spread (Basis Points)

Early Tender Premium (1)

5.125% Notes due 2016

29476L AC 1

$500,000,000

$228,757,000

0.375% due 3/15/2016

PX3

+20 bps

$30.00

5.375% Notes due 2016

26884A AU 7

$400,000,000

$261,817,000

0.50% due 7/31/2016

PX3

+20 bps

$30.00

(1) Per $1,000 principal amount of Securities.

Maximum Tender Offers

Title of Security

CUSIP Number

Principal Amount Outstanding

Tender Cap (1)

Acceptance Priority Level

Principal Amount Tendered

U. S. Treasury Reference Security

Bloomberg Reference Page

Fixed Spread (Basis Points)

Early Tender Premium (2)

5.75% Notes due 2017

26884A AX1

$650,000,000

$255,923,000

1

$457,589,000

1.0% due 12/31/2017

FIT1

+35 bps

$30.00

4.625% Notes due 2021

26884A AZ6

$1,000,000,000

$250,000,000

2

$621,623,000

1.75% due 12/31/2020

FIT1

+90 bps

$30.00

7.57% Notes due 2026

26884A AD5

$140,000,000

N/A

3

$47,975,000

2.25% due 11/15/2025

FIT1

+115 bps

$30.00

7.125% Notes due 2017

26884A AE3

$150,000,000

N/A

4

$46,102,000

1.0% due 12/31/2017

FIT1

+45 bps

$30.00

(1) The Tender Cap for the 5.75% Notes due 2017 was increased by the Operating Partnership from $250,000,000.

(2) Per $1,000 principal amount of Securities.

The Operating Partnership's Consent Solicitations sought consents from holders of the 5.125% Notes due 2016 (the "5.125% Notes") and the 5.375% Notes due 2016 (the "5.375% Notes," and collectively with the 5.125% Notes, the "2016 Notes") to amend the indenture governing the 2016 Notes (the "Indenture") to alter the notice requirements for optional redemption (the "Proposed Amendments") with respect to each such series of Securities. Adoption of the Proposed Amendments required the consent of a majority of the aggregate principal amount outstanding of each series of the 2016 Notes (the "Requisite Consents") to be effective with respect to such series. As of the Early Tender Date, the Operating Partnership had received the Requisite Consents from holders of the 5.375% Notes. As a result, the Company intends to enter into a supplemental indenture to the Indenture, to be effective as of the Early Settlement Date (as defined below), effecting the Proposed Amendments with respect to the 5.375% Notes only (the "Supplemental Indenture"), which will be binding on all remaining holders of the 5.375% Notes, and issue a notice of redemption to call for redemption all of the 5.375% Notes that remain outstanding following the Early Settlement Date. In the event the Requisite Consents are received from holders of the 5.125% Notes following the Early Settlement Date, but on or prior to the Expiration Date, the Company reserves the right to enter into a Supplemental Indenture effecting the Proposed Amendments with respect to the 5.125% Notes, which would be binding on all remaining holders of the 5.125% Notes, and issue a notice of redemption to call for redemption of all of the 5.125% Notes that remain outstanding.

The Tender Offers will expire at 11:59 p.m., New York City time, on February 11, 2016, unless extended or earlier terminated by the Operating Partnership (as the same may be extended, the "Expiration Date"). The consideration to be paid in the Tender Offers for Securities of each series that were validly tendered on or prior to the Early Tender Date (as defined below) and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to maturity of the applicable U.S. Treasury Security, each as specified in the tables above (the "Total Consideration"). Holders of Securities that were validly tendered and not validly withdrawn on or prior to the Early Tender Date and accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of the Securities accepted for purchase (the "Early Tender Premium"). Holders of Securities who validly tender their Securities following the Early Tender Date and on or prior to the Expiration Date will only receive the applicable "Tender Offer Consideration" per $1,000 principal amount of any such Securities validly tendered by such holders that are accepted for purchase, which is an amount equal to the applicable Total Consideration minus the Early Tender Premium. The Total Consideration will be determined at 2:00 p.m. New York City time, on January 29, 2016 (as such date may be extended, the "Tender Offer Price Determination Date"), unless extended by the Operating Partnership.

Payments for Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date for such Securities accepted for purchase. The settlement date for Securities that were validly tendered on or prior to the Early Tender Date is expected to be February 1, 2016, one business day following the scheduled Tender Offer Price Determination Date (the "Early Settlement Date"). The settlement date for the Securities that are validly tendered following the Early Tender Date but on or prior to the Expiration Date is expected to be February 12, 2016, one business day following the scheduled Expiration Date (the "Final Settlement Date"), assuming the Maximum Tender Amount is not purchased on the Early Settlement Date.

As the Tender Offers subject to the Maximum Tender Amount (the "Maximum Tender Offers") were over-subscribed at the Early Tender Date, it is expected that, subject to the priorities, proration rules, and Tender Caps applicable to the Maximum Tender Offers, only Securities validly tendered pursuant to the Maximum Tender Offers and not validly withdrawn as of such date will be purchased in accordance with the terms of the Maximum Tender Offers, and that no Securities tendered after the Early Tender Date will be purchased in the Maximum Tender Offers.

The Operating Partnership's obligation to accept for payment and to pay for the Securities validly tendered in the Tender Offers was subject to the satisfaction or waiver of the condition that the Operating Partnership must have received cash sale proceeds of no less than $5.0 billion from its previously announced agreement to sell a multi-state portfolio of multifamily assets to one or more controlled affiliates of Starwood Capital Group, which was satisfied on January 26, 2016, and remains subject to the general conditions described in the Offer to Purchase. The Operating Partnership also reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offers and Consent Solicitations; (ii) extend or terminate the Tender Offers and the Consent Solicitations; (iii) increase or decrease the Maximum Tender Amount and/or increase, decrease or eliminate the Tender Caps; or (iv) otherwise amend the Tender Offers and the Consent Solicitations in any respect.

J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are the dealer managers for the Tender Offers and solicitation agents for the Consent Solicitations. Investors with questions regarding the Tender Offers and Consent Solicitations may contact J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3424 (collect) or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Global Bondholder Services Corporation is the tender agent and information agent for the Tender Offers and Consent Solicitations and can be contacted at (866) 470-3800 (toll-free) or (212) 430-3774 (collect).

None of the Operating Partnership, its general partner or other affiliates, its general partner's board of trustees, the dealer managers, the tender agent and information agent or the trustee is making any recommendation as to whether holders should tender any Securities or deliver any consents in response to any of the Tender Offers or the Consent Solicitations, and neither the Operating Partnership nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to deliver the applicable related consents or tender any of their Securities, and, if so, the principal amount of Securities as to which action is to be taken.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities. The full details of the Tender Offers and Consent Solicitations for the Securities, including instructions on how to tender Securities and deliver consents, will be included in the Offer Materials. Holders are strongly encouraged to read carefully the Offer Materials and materials the Operating Partnership has filed with the Securities and Exchange Commission and incorporated by reference therein, because they contain important information.

Holders may obtain a copy of the Offer Materials, free of charge, from Global Bondholder Services Corporation, the tender agent and information agent in connection with the Tender Offers and Consent Solicitations, by calling toll-free at (866) 470-3800 (bankers and brokers can call collect at (212) 430-3774). Holders are urged to carefully read these materials prior to making any decisions with respect to the Tender Offers and Consent Solicitations.

About Equity Residential

Equity Residential is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top U.S. growth markets. Equity Residential owns or has investments in 318 properties consisting of 85,906 apartment units located primarily in Boston, New York, Washington, D.C., Seattle, San Francisco and Southern California. For more information on Equity Residential, please visit our website at www.equityapartments.com.

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements and information within the meaning of the federal securities laws. These statements are based on current expectations, estimates, projections and assumptions made by management. While Equity Residential's management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, including, without limitation, changes in general market conditions, including the rate of job growth and cost of labor and construction material, the level of new multifamily construction and development, competition and local government regulation. Other risks and uncertainties are described under the heading "Risk Factors" in the Operating Partnership's Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC) and are available on the SEC's website, www.sec.gov. Many of these uncertainties and risks are difficult to predict and beyond management's control. Forward-looking statements are not guarantees of future performance, results or events. Equity Residential assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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