Filed pursuant to Rule 433
Registration No. 333-169956-01
April 3, 2013
PRICING TERM SHEET
| 3.00% Notes due 2023 | ||
| Issuer: | ERP Operating Limited Partnership | |
| Security: | 3.00% Notes due 2023 | |
| Anticipated Ratings: | Baa1 by Moody’s Investors Service, Inc. BBB+ by Standard & Poor’s Ratings Services BBB+ by Fitch Ratings Services | |
| Principal Amount Offered: | $500,000,000 | |
| Trade Date: | April 3, 2013 | |
| Settlement Date: | April 10, 2013 (T+5) | |
| Maturity Date: | April 15, 2023 | |
| Coupon: | 3.00% | |
| Interest Payment Dates: | Payable semiannually on April 15 and October 15, commencing October 15, 2013 | |
| Price to Public: | 99.110% | |
| Benchmark Treasury: | 2.000% due February 15, 2023 | |
| Benchmark Treasury Yield: | 1.804% | |
| Spread to Benchmark Treasury: | +130 bp | |
| Re-Offer Yield: | 3.104% | |
| Make-Whole Call: | Treasury rate plus 20 basis points | |
| Optional Redemption: | Issuer may redeem at any time in whole or, from time to time in part, at a redemption price equal to the sum of (i) the principal amount being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as described in the Prospectus), if any; provided, that if the notes are redeemed on or after January 15, 2023, the redemption price will not include the Make-Whole Amount. | |
| Net Proceeds: | $492,300,000 | |
| Day Count Convention: | 30 / 360 | |
| Denominations: | $1,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP / ISIN: | 26884ABA0 / US26884ABA07 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Barclays Capital Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC | |
| Senior Co-Managers: | BNY Mellon Capital Markets, LLC Mitsubishi UFJ Securities (USA), Inc. Regions Securities LLC Scotia Capital (USA) Inc. SunTrust Robinson Humphrey, Inc. | |
| Co-Managers: | Capital One Southcoast, Inc. Comerica Securities, Inc. HSBC Securities (USA) Inc. SMBC Nikko Capital Markets Limited | |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and 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 visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc., toll free at 1-800-831-9146 or by email at batprospectusdept@citi.com; by calling Barclays Capital Inc. at 1-888-603-5847 or by email at barclaysprospectus@broadridge.com; by calling Morgan Stanley & Co. LLC at 1-866-718-1649; or by calling RBC Capital Markets, LLC at 1-866-375-6829 or by email at usdebtcapitalmarkets@rbccm.com.