Filed Pursuant to Rule 433
Registration Nos. 333-281244 and 333-281244-01
February 6, 2025
Essex Portfolio, L.P.
$400,000,000 5.375% Senior Notes due 2035 (the “Notes”)
fully and unconditionally guaranteed by
Essex Property Trust, Inc.
Issuer: | Essex Portfolio, L.P. |
Guarantor: | Essex Property Trust, Inc. |
Principal Amount: | $400,000,000 |
Trade Date: | February 6, 2025 |
Settlement Date: | February 18, 2025 (T+7) |
| | The Issuer expects that the delivery of the Notes will be made against payment therefor on or about February 18, 2025, which is the seventh business day following the date of the prospectus supplement (the settlement cycle being referred to as “T+7”). Under Rule 15c6-1 of the SEC promulgated under the Exchange Act, trades in the secondary market generally are required to settle in one business day, 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 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+7, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own adviser. |
Maturity Date: | April 1, 2035 |
Interest Payment Dates: | April 1 and October 1, commencing October 1, 2025 |
Benchmark Treasury: | 4.250% due November 15, 2034 |
Benchmark Treasury Price / Yield: | 98-19 ¾ / 4.425% |
Spread to Benchmark Treasury: | T+100 basis points |
Yield to Maturity: | 5.425% |
Coupon: | 5.375% per annum |
Price to Public: | 99.604% 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 January 1, 2035 (three months prior to the maturity date) (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Notes) plus 15 basis points less (b) interest accrued to but excluding the date of redemption; and (ii) 100% of the principal amount of the Notes being redeemed; plus, in either case, accrued and unpaid interest thereon to the redemption date. |
| | On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. |
CUSIP / ISIN: | 29717PBB2 / US29717PBB22 |
Joint Book-Running Managers: | J.P. Morgan Securities LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC BMO Capital Markets Corp. PNC Capital Markets LLC Truist Securities, Inc. |
Senior Co-Managers: | BofA Securities, Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC |
Co-Managers: | Mizuho Securities USA LLC Regions Securities LLC Samuel A. Ramirez & Company, Inc. |
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) J.P. Morgan Securities LLC (collect) at 212-834-4533, (ii) U.S. Bancorp Investments, Inc. toll free at 1-877-558-2607 or (iii) Wells Fargo Securities, LLC toll free at 1-800-645-3751.
