UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 3, 2013
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Illinois | | 0-24920 | | 36-3894853 |
(State or other jurisdiction
of incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | |
Two North Riverside Plaza Suite 400, Chicago, Illinois | | 60606 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (312) 474-1300
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On April 3, 2013, ERP Operating Limited Partnership, an Illinois limited partnership (the “Company”), agreed to issue $500,000,000 aggregate principal amount of 3.00% Notes due April 15, 2023 (the “Notes”) in a public offering. The Company agreed to sell the Notes pursuant to a Terms Agreement, dated as of April 3, 2013, among the Company and each of Citigroup Global Markets Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the underwriters named therein. The Notes will be issued pursuant to an Indenture, dated as of October 1, 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 September 9, 2004, by and between the Company and the Trustee, as further supplemented by the Second Supplemental Indenture, dated as of August 23, 2006, by and between the Company and the Trustee, as further supplemented by the Third Supplemental Indenture, dated as of June 4, 2007, by and between the Company and the Trustee, and as further supplemented by the Fourth Supplemental Indenture, dated as of December 12, 2011, by and between the Company and the Trustee.
Item 9.01. Financial Statements and Exhibits.
| | |
Exhibit
Number | | Description |
| |
| 1.1 | | Terms Agreement dated April 3, 2013, among ERP Operating Limited Partnership and each of Citigroup Global Markets Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC. |
| |
| 1.2 | | Standard Underwriting Provisions dated April 3, 2013. |
| |
| 4.1 | | Form of 3.00% Note due April 15, 2023. |
| |
| 5.1 | | Opinion of DLA Piper LLP (US). |
| |
| 23.1 | | Consent of DLA Piper LLP (US) (included in Exhibit 5.1). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | | | ERP OPERATING LIMITED PARTNERSHIP |
| | | |
| | | | By: | | EQUITY RESIDENTIAL, its general partner |
| | | | |
| Date: April 8, 2013 | | | | | | By: | | /s/ Mark J. Parrell |
| | | | | | Name: | | Mark J. Parrell |
| | | | | | Its: | | Executive Vice President and Chief Financial Officer |
| | | | |
| Date: April 8, 2013 | | | | | | By: | | /s/ Bruce C. Strohm |
| | | | | | Name: | | Bruce C. Strohm |
| | | | | | Its: | | Executive Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
| 1.1 | | Terms Agreement dated April 3, 2013, among ERP Operating Limited Partnership and each of Citigroup Global Markets Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC. |
| |
| 1.2 | | Standard Underwriting Provisions dated April 3, 2013. |
| |
| 4.1 | | Form of 3.00% Note due April 15, 2023. |
| |
| 5.1 | | Opinion of DLA Piper LLP (US). |
| |
| 23.1 | | Consent of DLA Piper LLP (US) (included in Exhibit 5.1). |
