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Published on 3/7/2014 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

Essex Property unit details exchange offers for three BRE note series

By Jennifer Chiou

New York, March 7 - Essex Property, Trust, Inc.'s operating partnership, Essex Portfolio, LP, gave the specifics on its exchange offers for any and all of the 5.5% senior notes due 2017, 5.2% senior notes due 2021 and 3.375% senior notes due 2023 issued by BRE Properties, Inc. in a filing with the Securities and Exchange Commission.

Each series has $300 million outstanding.

The tender deadline is 11:59 p.m. ET on April 1.

As reported, the offers are in connection with the companies' merger agreement dated Dec. 19, under which BRE is expected to be merged into a wholly owned subsidiary of Essex.

Essex is also soliciting consents to amend the terms of the notes to eliminate substantially all of the restrictive and affirmative covenants, eliminate an event of default provision and modify certain other provisions. It is seeking consents from holders of a majority of each series.

The company is offering new 5.5% senior notes due 2017, 5.2% senior notes due 2021 and 3.375% senior notes due 2023 to be issued by Essex Portfolio and guaranteed by Essex Property.

For each $1,000 principal amount of existing notes, Essex will issue a like amount of new notes and a cash consideration of $2.50 to those who tender by the consent deadline, 5 p.m. ET on March 18. The consideration includes an early participation premium of $30.00 of notes and the $2.50 in cash.

The offers are contingent on the closing of the merger, but the merger is not contingent on the exchange offers.

D.F. King & Co., Inc. is the information agent (800 967-4607 or call collect 212 269-5550; www.dfking.com/BRE).

Essex is a Palo Alto, Calif.-based real estate investment trust with a focus on multifamily residential properties.


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