Filed pursuant to Rule 433
RegistrationNo. 333-212284-01
February 1, 2018
PRICING TERM SHEET
| 3.500% Notes due 2028 | ||
| Issuer: | ERP Operating Limited Partnership | |
| Security: | 3.500% Notes due 2028 | |
| Anticipated Ratings*: | A3 by Moody’s Investors Service, Inc. A- by Standard & Poor’s Ratings Services A by Fitch Ratings Services | |
| Principal Amount Offered: | $500,000,000 | |
| Trade Date: | February 1, 2018 | |
| Settlement Date: | February 7, 2018 (T+4) | |
| Maturity Date: | March 1, 2028 | |
| Coupon: | 3.500% | |
| Interest Payment Dates: | Payable semiannually on March 1 and September 1, commencing September 1, 2018 | |
| Price to Public: | 99.402% | |
| Benchmark Treasury: | 2.250% due November 15, 2027 | |
| Benchmark Treasury Price and Yield: | 95-18 / 2.771% | |
| Spread to Benchmark Treasury: | +80 basis points | |
| Re-Offer Yield: | 3.571% | |
| 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 December 1, 2027 (the date that is three months prior to the maturity date of the notes), the redemption price will not include the Make-Whole Amount | |
| Net Proceeds: | $493,760,000 | |
| Day Count Convention: | 30 / 360 | |
| Denominations: | $1,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP / ISIN: | 26884A BJ1 / US26884ABJ16 | |
| Joint Book-Running Managers: | Deutsche Bank Securities Inc. J.P. Morgan Securities LLC UBS Securities LLC Barclays Capital Inc. | |
| SeniorCo-Managers: | BNY Mellon Capital Markets, LLC Mizuho Securities USA LLC Scotia Capital (USA) Inc. | |
| Co-Managers: | BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Regions Securities LLC SMBC Nikko Securities America, 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 Deutsche Bank Securities Inc. at1-800-503-4611 or by calling J.P. Morgan Securities LLC at1-212-834-4533 or by calling UBS Securities LLC at1-888-827-7275.