Exhibit 99.4
Instruction to Registered Holders and
DTC Participants
From Beneficial Owner of
5.500% Senior Notes due 2017
5.200% Senior Notes due 2021
3.375% Senior Notes due 2023
3.875% Senior Notes due 2024
of
ESSEX PORTFOLIO, L.P.
The undersigned hereby acknowledges receipt of the prospectus, dated , 2014, of Essex Portfolio, L.P., a California limited partnership (“Essex”), and the letter of transmittal, that together constitute Essex’s offer to exchange up to (i) $274,188,000 aggregate principal amount of its new 5.500% Senior Notes due 2017 (CUSIP No.: 29717P AG2) (the “New 2017 Notes”), (ii) $282,577,000 aggregate principal amount of its new 5.200% Senior Notes due 2021 (CUSIP No.: 29717P AJ6) (the “New 2021 Notes”), (iii) $290,962,000 aggregate principal amount of its new 3.375% Senior Notes due 2023 (CUSIP No.: 29717P AL1) (the “New 2023 Notes”) and (iv) $400,000,000 aggregate principal amount of its new 3.875% Senior Notes due 2024 (CUSIP No.: 29717P AN7) (the “New 2024 Notes” and together with the New 2017 Notes, the New 2021 Notes, the New 2023 Notes and the New 2024 Notes, the “New Notes”), which, in each case, have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding unregistered (i) 5.500% Senior Notes due 2017 (CUSIP Nos.: U2843M AB1 and 29717P AF4) (the “Original 2017 Notes”), (ii) 5.200% Senior Notes due 2021 (CUSIP Nos.: U2843M AC9 and 29717P AH0) (the “Original 2021 Notes”), (iii) 3.375% Senior Notes due 2023 (CUSIP Nos.: U2843M AD7 and 29717P AK3) (the “Original 2023 Notes”) and (iv) 3.875% Senior Notes due 2024 (CUSIP Nos.: 29717P AM9 and U2843M AE5) (the “Original 2024 Notes” and together with the Original 2017 Notes, the Original 2021 Notes and the Original 2023 Notes, the “Original Notes”), respectively. Original Notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.
This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the exchange offer with respect to the Original Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the prospectus and the letter of transmittal.
The aggregate face amount of the Original Notes held by you for the account of the undersigned is (fill in amount):
$_________________ of 5.500% Senior Notes due 2017
$_________________ of 5.200% Senior Notes due 2021
$_________________ of 3.375% Senior Notes due 2023
$_________________ of 3.875% Senior Notes due 2024
With respect to the applicable Exchange Offer, the undersigned hereby instructs you (check appropriate box):
¨ To TENDER ALL of the Original Notes held by you for the account of the undersigned.
¨ To TENDER the following Original Notes held by you for the account of the undersigned (insert principal amount of Original Notes to be tendered, if any):
$_________________ of 5.500% Senior Notes due 2017
$_________________ of 5.200% Senior Notes due 2021
$_________________ of 3.375% Senior Notes due 2023
$_________________ of 3.875% Senior Notes due 2024
¨ NOT to TENDER any Original Notes held by you for the account of the undersigned.
If the undersigned instructs you to tender Original Notes held by you for the account of the undersigned, the undersigned represents, warrants and agrees that:
● | you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties and agreements contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that: |
● | the New Notes acquired pursuant to an Exchange Offer are being acquired in the ordinary course of business of the undersigned; |
● | the undersigned is not engaging in and does not intend to engage in a distribution of the New Notes; |
● | the undersigned does not have an arrangement or understanding with any person to participate in the distribution of such New Notes; |
● | the undersigned is not an “affiliate” of Essex or Essex Property Trust, Inc., the guarantor, within the meaning of Rule 405 under the Securities Act; |
● | any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in an Exchange Offer for the purpose of distributing the New Notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the New Notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters; |
● | a secondary resale transaction described in the previous bullet point and any resales of New Notes or interests therein obtained by such holder in exchange for Original Notes or interests therein originally acquired by such holder directly from Essex should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC; |
● | if the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, the undersigned is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and |
● | the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations. |
● | you, on behalf of the undersigned, agree to the terms set forth in the letter of transmittal; and |
● | you will take such other action as necessary under the prospectus or the letter of transmittal to effect the valid tender of Original Notes. |
If an executed copy of this instruction letter is returned, the entire principal amount of Original Notes held for the undersigned’s account will be tendered unless otherwise specified above.
The undersigned hereby represents and warrants that the undersigned (1) owns the Original Notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the Original Notes and to acquire New Notes issuable upon the exchange of such tendered Original Notes, and that, when the same are accepted for exchange, Essex will acquire good, marketable and unencumbered title to the tendered Original Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind.
SIGN HERE
Name of beneficial owner(s) (please print): |
Signature(s): |
Capacity (full title), if signing in a fiduciary or representative capacity: |
Address: |
Telephone Number: |
Taxpayer Identification Number or Social Security Number: |
Date: |