Filed pursuant to Rule 433
Registration No. 333-212284-01
July 31, 2017
PRICING TERM SHEET
| 3.250% Notes due 2027 | ||
| Issuer: | ERP Operating Limited Partnership | |
| Security: | 3.250% Notes due 2027 | |
| Anticipated Ratings*: | A3 by Moody’s Investors Service, Inc. A- by Standard & Poor’s Ratings Services A- by Fitch Ratings Services | |
| Principal Amount Offered: | $400,000,000 | |
| Trade Date: | July 31, 2017 | |
| Settlement Date: | August 3, 2017 (T+3) | |
| Maturity Date: | August 1, 2027 | |
| Coupon: | 3.250% | |
| Interest Payment Dates: | Payable semiannually on February 1 and August 1, commencing February 1, 2018 | |
| Price to Public: | 99.822% | |
| Benchmark Treasury: | 2.375% due May 15, 2027 | |
| Benchmark Treasury Price and Yield: | 100-23+ / 2.291% | |
| Spread to Benchmark Treasury: | +98 basis points | |
| Re-Offer Yield: | 3.271% | |
| Make-Whole Call: | Treasury rate plus 15 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 May 1, 2027, the redemption price will not include the Make-Whole Amount. | |
| Net Proceeds: | $396,688,000 | |
| Day Count Convention: | 30 / 360 | |
| Denominations: | $1,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP / ISIN: | 26884A BG7 / US26884ABG76 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Wells Fargo Securities, LLC | |
| Senior Co-Managers: | PNC Capital Markets LLC SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. | |
| Co-Managers: | BNY Mellon Capital Markets, LLC Mizuho Securities USA LLC Regions Securities LLC SMBC Nikko Securities America, Inc. BB&T Capital Markets, a division of BB&T Securities, LLC MUFG Securities Americas Inc. TD Securities (USA) LLC Fifth Third Securities, Inc. Samuel A. Ramirez & Company, Inc. | |
*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 and a prospectus supplement with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement 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 and the prospectus supplement if you request them by calling Citigroup Global Markets Inc. at (800) 831-9146 or by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 294-1322 or by calling Morgan Stanley & Co. Incorporated at (212) 761-9199.
PRICING TERM SHEET
| 4.000% Notes due 2047 | ||
| Issuer: | ERP Operating Limited Partnership | |
| Security: | 4.000% Notes due 2047 | |
| Anticipated Ratings*: | A3 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: | July 31, 2017 | |
| Settlement Date: | August 3, 2017 (T+3) | |
| Maturity Date: | August 1, 2047 | |
| Coupon: | 4.000% | |
| Interest Payment Dates: | Payable semiannually on February 1 and August 1, commencing February 1, 2018 | |
| Price to Public: | 97.726% | |
| Benchmark Treasury: | 3.000% due February 15, 2047 | |
| Benchmark Treasury Price and Yield: | 101-29 / 2.903% | |
| Spread to Benchmark Treasury: | +123 basis points | |
| Re-Offer Yield: | 4.133% | |
| 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 February 1, 2047, the redemption price will not include the Make-Whole Amount. | |
| Net Proceeds: | $290,553,000 | |
| Day Count Convention: | 30 / 360 | |
| Denominations: | $1,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP / ISIN: | 26884A BH5 / US26884ABH59 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Wells Fargo Securities, LLC | |
| Senior Co-Managers: | PNC Capital Markets LLC SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. | |
| Co-Managers: | BNY Mellon Capital Markets, LLC Mizuho Securities USA LLC Regions Securities LLC SMBC Nikko Securities America, Inc. BB&T Capital Markets, a division of BB&T Securities, LLC MUFG Securities Americas Inc. TD Securities (USA) LLC Fifth Third Securities, Inc. Samuel A. Ramirez & Company, Inc. | |
*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 and a prospectus supplement with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement 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 and the prospectus supplement if you request them by calling Citigroup Global Markets Inc. at (800) 831-9146 or by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 294-1322 or by calling Morgan Stanley & Co. Incorporated at (212) 761-9199.