Equity Residential (NYSE:EQR) today announced that its operating
partnership, ERP Operating Limited Partnership (the "Operating
Partnership”), has commenced a cash tender offer (the "Tender Offer”)
for any and all of its 4.75% Notes due June 15, 2009 and its 6.95% Notes
due March 2, 2011 (collectively, the "Notes”). The consideration payable
for the Notes is $1,000 per $1,000 principal amount of Notes, plus
accrued and unpaid interest from the last interest payment date to, but
not including, the payment date for the Notes purchased in the Tender
Offer, which will be the next business day following the Expiration Time
(as defined below). Additional terms and conditions of the Tender Offer
are set forth in the Offer to Purchase dated January 16, 2009 (the
"Offer to Purchase”) and the related Letter of Transmittal (the "Letter
of Transmittal”).
The Tender Offer will expire at 5:00 p.m., New York City time, on
Monday, January 26, 2009, unless extended or earlier terminated by the
Operating Partnership (the "Expiration Time”). Under certain
circumstances described in the Offer to Purchase, the Operating
Partnership may terminate the Tender Offer before the Expiration Time.
Any tendered Notes may be withdrawn prior to, but not after, the
Expiration Time and withdrawn Notes may be re-tendered by a holder at
any time prior to the Expiration Time. The Operating Partnership expects
to use available cash to fund its purchase of the Notes in the Tender
Offer. The Notes purchased pursuant to the Tender Offer are expected to
be retired and cancelled.
The complete terms and conditions of the Tender Offer are set forth in
the Offer to Purchase and Letter of Transmittal that are being sent to
holders of the Notes. Holders are urged to read the Tender Offer
documents carefully before making any decision with respect to the
Tender Offer. Copies of the Offer to Purchase and Letter of Transmittal
may be obtained from the Information Agent for the Tender Offer, Global
Bondholder Services Corporation at (866) 470-4200 (toll-free) or (212)
430-3774 (collect). J.P. Morgan Securities Inc. is the Dealer Manager
for the Tender Offer. Questions regarding the Tender Offer may be
directed to J.P. Morgan Securities Inc. at (866) 834-4666 (toll-free) or
(212) 834-3424 (collect).
This press release is neither an offer to purchase nor a solicitation to
buy any of these Notes nor is it a solicitation for acceptance of the
Tender Offer. The Operating Partnership is making the Tender Offer only
by, and pursuant to the terms of, the Offer to Purchase and the related
Letter of Transmittal. The Tender Offer is not being made in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. None of Equity Residential, the Operating Partnership, the
Dealer Manager or the Information Agent for the Tender makes any
recommendation in connection with the Tender Offer.
Equity Residential is an S&P 500 company focused on the acquisition,
development and management of high quality apartment properties in top
U.S. growth markets. Equity Residential owns or has investments in 552
properties totaling 148,115 units in 23 states and the District of
Columbia. For more information on Equity Residential, please visit our
website at www.equityresidential.com.
Forward-Looking Statements
In addition to historical information, this press release contains
forward-looking statements and information within the meaning of the
federal securities laws. These statements are based on current
expectations, estimates, projections and assumptions made by management.
While Equity Residential’s management believes the assumptions
underlying its forward-looking statements are reasonable, such
information is inherently subject to uncertainties and may involve
certain risks, including, without limitation, changes in general market
conditions, including the rate of job growth and cost of labor and
construction material, the level of new multifamily construction and
development, competition and local government regulation. Other risks
and uncertainties are described under the heading "Risk Factors” in our
Annual Report on Form 10-K and subsequent periodic reports filed with
the Securities and Exchange Commission (SEC) and available on our
website, www.equityresidential.com.
Many of these uncertainties and risks are difficult to predict and
beyond management’s control. Forward-looking statements are not
guarantees of future performance, results or events. Equity Residential
assumes no obligation to update or supplement forward-looking statements
that become untrue because of subsequent events.
