EQUITY RESIDENTIAL (NYSE:EQR) Files An 8-K Other Events

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EQUITY RESIDENTIAL (NYSE:EQR) Files An 8-K Other Events
Item 8.01. Other Events.

On July31, 2017, Equity Residential’s operating partnership, ERP Operating Limited Partnership, an Illinois limited partnership (the “Company”), agreed to issue $400,000,000 aggregate principal amount of 3.250% Notes due August1, 2027 (the “2027 Notes”) and $300,000,000 aggregate principal amount of 4.000% Notes due August1, 2047 (the “2047 Notes”, and together with the 2027 Notes, the “Notes”) in a public offering. The Company agreed to sell the Notes to a Terms Agreement, dated as of July31, 2017, among the Company and each of Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner& Smith Incorporated and Morgan Stanley& Co. LLC, as representatives of the underwriters named therein. The Notes will be issued to an Indenture, dated as of October1, 1994, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., successor to The First National Bank of Chicago) (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of September9, 2004, by and between the Company and the Trustee, as further supplemented by the Second Supplemental Indenture, dated as of August23, 2006, by and between the Company and the Trustee, as further supplemented by the Third Supplemental Indenture, dated as of June4, 2007, by and between the Company and the Trustee, as further supplemented by the Fourth Supplemental Indenture, dated as of December12, 2011, by and between the Company and the Trustee, and as further supplemented by the Fifth Supplemental Indenture, dated as of February1, 2016, by and between the Company and the Trustee.

Item 8.01. Financial Statements and Exhibits.

Exhibit

Number

Description
1.1 Terms Agreement dated July 31, 2017, among ERP Operating Limited Partnership and each of Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC.
1.2 Standard Underwriting Provisions dated July 31, 2017.
4.1 Form of 3.250% Note due August 1, 2027.
4.2 Form of 4.000% Note due August 1, 2047.
5.1 Opinion of DLA Piper LLP (US).
23.1 Consent of DLA Piper LLP (US) (included in Exhibit5.1).

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to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EQUITY RESIDENTIAL
Date: August 2, 2017 By: /s/ Mark J. Parrell
Name: Mark J. Parrell
Its: Executive Vice President and Chief Financial Officer
Date: August 2, 2017 By: /s/ Bruce C. Strohm
Name: Bruce C. Strohm

Its:

Executive Vice President, General Counsel and Corporate Secretary
ERP OPERATING LIMITED PARTNERSHIP
By: EQUITY RESIDENTIAL, its general partner
Date: August 2, 2017 By: /s/ Mark J. Parrell
Name: Mark J. Parrell
Its: Executive Vice President and Chief Financial Officer
Date: August 2, 2017 By: /s/ Bruce C. Strohm
Name: Bruce C. Strohm
Its: Executive Vice President, General Counsel and Corporate Secretary

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EQUITY RESIDENTIAL Exhibit
EX-1.1 2 d433744dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION ERP OPERATING LIMITED PARTNERSHIP (an Illinois limited partnership) $400,…
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About EQUITY RESIDENTIAL (NYSE:EQR)

Equity Residential is a real estate investment trust. The Company is focused on the acquisition, development and management of apartment properties in various markets of the United States. The Company’s segments include Boston, New York, San Francisco, Seattle, Southern California, Washington D.C., Non-core – South Florida, Non-core – Denver, and Non-core – other. ERP Operating Limited Partnership (Operating Partnership) conducts the multifamily residential property business of the Company. The Company’s property ownership, development and related business operations are conducted through the Operating Partnership. The Company holds interests in approximately 390 properties located in over 10 states and the District of Columbia, consisting of approximately 109,650 apartment units. Its properties are of various building types, such as garden, mid/high-rise and military housing. Its core properties are located in New York, Los Angeles, Boston, Seattle and San Diego, among others.