UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-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): May 11, 2015
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 (Address of principal executive offices) | 60606 (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 theForm 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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ¨ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Item 8.01. Other Events.
On May 11, 2015, ERP Operating Limited Partnership, an Illinois limited partnership (the “Company”), agreed to issue $450,000,000 aggregate principal amount of 3.375% Notes due June 1, 2025 (the “2025 Notes”) and $300,000,000 aggregate principal amount of 4.500% Notes due June 1, 2045 (the “2045 Notes”, and together with the 2025 Notes, the “Notes”) in a public offering. The Company agreed to sell the Notes pursuant to a Terms Agreement, dated as of May 11, 2015, among the Company and each of Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Barclays Capital Inc., 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 May 11, 2015, among ERP Operating Limited Partnership and each of Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Barclays Capital Inc. | |
| 1.2 | Standard Underwriting Provisions dated May 11, 2015. | |
| 4.1 | Form of 3.375% Note due June 1, 2025. | |
| 4.2 | Form of 4.500% Note due June 1, 2045. | |
| 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: May 13, 2015 | By: | /s/ Mark J. Parrell | ||||||
| Name: | Mark J. Parrell | |||||||
| Its: | Executive Vice President and Chief Financial Officer | |||||||
| Date: May 13, 2015 | By: | /s/ Bruce C. Strohm | ||||||
| Name: | Bruce C. Strohm | |||||||
| Its: | Executive Vice President, General Counsel and Corporate Secretary | |||||||
[Signature page to Form 8-K]
EXHIBIT INDEX
| Exhibit Number | Description | |
| 1.1 | Terms Agreement dated May 11, 2015, among ERP Operating Limited Partnership and each of Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Barclays Capital Inc. | |
| 1.2 | Standard Underwriting Provisions dated May 11, 2015. | |
| 4.1 | Form of 3.375% Note due June 1, 2025. | |
| 4.2 | Form of 4.500% Note due June 1, 2045. | |
| 5.1 | Opinion of DLA Piper LLP (US). | |
| 23.1 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1). | |