Filed pursuant to Rule 433
Registration No. 333-190248-01
May 11, 2015
PRICING TERM SHEET
3.375% Notes due 2025
| Issuer: | ERP Operating Limited Partnership | |
| Security: | 3.375% Notes due 2025 | |
| Anticipated Ratings: | Baa1 by Moody’s Investors Service, Inc. A- by Standard & Poor’s Ratings Services A- by Fitch Ratings Services | |
| Principal Amount Offered: | $450,000,000 | |
| Trade Date: | May 11, 2015 | |
| Settlement Date: | May 14, 2015 (T+3) | |
| Maturity Date: | June 1, 2025 | |
| Coupon: | 3.375% | |
| Interest Payment Dates: | Payable semiannually on June 1 and December 1, commencing December 1, 2015 | |
| Price to Public: | 99.450% | |
| Benchmark Treasury: | 2.000% due February 15, 2025 | |
| Benchmark Treasury Yield: | 97-23+ // 2.260% | |
| Spread to Benchmark Treasury: | +118 bps | |
| Re-Offer Yield: | 3.440% | |
| 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 March 1, 2025, the redemption price will not include the Make-Whole Amount. | |
| Net Proceeds: | $447,525,000 | |
| Day Count Convention: | 30 / 360 | |
| Denominations: | $1,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP / ISIN: | 26884A BD4 / US26884ABD46 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC Barclays Capital Inc. | |
| Senior Co-Managers: | BNY Mellon Capital Markets, LLC Scotia Capital (USA) Inc. | |
| Co-Managers: | HSBC Securities (USA) Inc. Mizuho Securities USA Inc. BBVA Securities Inc. Comerica Securities, Inc. Capital One Securities, Inc. Loop Capital Markets LLC | |
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 obtain 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 contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, (800) 831-9146 orprospectus@citi.com; Morgan Stanley & Co. Incorporated, (212) 761-9199; or RBC Capital Markets, LLC, Three World Financial Center, 200 Vesey Street, 10th Floor, New York, NY 10281-8098, telephone: (877) 280-1299.
PRICING TERM SHEET
4.500% Notes due 2045
| Issuer: | ERP Operating Limited Partnership | |
| Security: | 4.500% Notes due 2045 | |
| Anticipated Ratings: | Baa1 by Moody’s Investors Service, Inc. A- by Standard & Poor’s Ratings Services A- by Fitch Ratings Services | |
| Principal Amount Offered: | $300,000,000 | |
| Trade Date: | May 11, 2015 | |
| Settlement Date: | May 14, 2015 (T+3) | |
| Maturity Date: | June 1, 2045 | |
| Coupon: | 4.500% | |
| Interest Payment Dates: | Payable semiannually on June 1 and December 1, commencing December 1, 2015 | |
| Price to Public: | 99.622% | |
| Benchmark Treasury: | 3.000% due November 15, 2044 | |
| Benchmark Treasury Yield: | 99-17+ // 3.023% | |
| Spread to Benchmark Treasury: | +150 bps | |
| Re-Offer Yield: | 4.523% | |
| Make-Whole Call: | Treasury rate plus 25 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 December 1, 2044, the redemption price will not include the Make-Whole Amount. | |
| Net Proceeds: | $298,866,000 | |
| Day Count Convention: | 30 / 360 | |
| Denominations: | $1,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP / ISIN: | 26884A BE2 / US26884ABE29 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC Barclays Capital Inc. | |
| Senior Co-Managers: | BNY Mellon Capital Markets, LLC Scotia Capital (USA) Inc. | |
| Co-Managers: | HSBC Securities (USA) Inc. Mizuho Securities USA Inc. BBVA Securities Inc. Comerica Securities, Inc. Capital One Securities, Inc. Loop Capital Markets LLC | |
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 obtain 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 contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, (800) 831-9146 orprospectus@citi.com; Morgan Stanley & Co. Incorporated, (212) 761-9199; or RBC Capital Markets, LLC, Three World Financial Center, 200 Vesey Street, 10th Floor, New York, NY 10281-8098, telephone: (877) 280-1299.