ERP OPERATING LIMITED PARTNERSHIP (an Illinois limited partnership) $600,000,000 3.85% Notes due August 15, 2026 TERMS AGREEMENT
Exhibit 1.1
ERP OPERATING LIMITED PARTNERSHIP
(an Illinois limited partnership)
$600,000,000 3.85% Notes due August 15, 2026
Dated: August 16, 2006
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To: |
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ERP Operating Limited Partnership |
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c/o Equity Residential |
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Xxx Xxxxx Xxxxxxxxx Xxxxx |
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Xxxxxxx, Xxxxxxxx 00000 |
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Attention: Xxxxx Xxxxxxx |
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Equity Residential |
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Xxx Xxxxx Xxxxxxxxx Xxxxx |
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Xxxxxxx, Xxxxxxxx 00000 |
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Attention: Xxxxx Xxxxxxx |
Ladies and Gentlemen:
We (the “Representatives”) understand that ERP Operating Limited Partnership, an Illinois limited partnership (“ERP”), proposes to issue and sell $600,000,000 aggregate principal amount of 3.85% Notes due August 15, 2026 (the “Initial Underwritten Securities”) and to grant the Underwriters named below (the “Underwriters”) an option to purchase up to an additional $50,000,000 3.85% Notes due August 15, 2026 to cover over-allotments (the “Option Securities,” and collectively with the Initial Underwritten Securities, the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters severally, and not jointly, agree to purchase the respective amounts of the Underwritten Securities set forth below opposite their respective names, at the purchase price set forth below.
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Underwriter |
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Principal Amount of |
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. |
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300,000,000 |
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Banc of America Securities LLC |
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100,000,000 |
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Citigroup Global Markets Inc |
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100,000,000 |
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Xxxxxx Xxxxxxx & Co. Incorporated |
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100,000,000 |
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Total |
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600,000,000 |
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The Underwritten Securities shall have the following terms:
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Title: |
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3.85% Notes due August 15, 2026 |
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Principal Amount to be Issued: |
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$600,000,000 |
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Over-allotment Option: |
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$50,000,000 |
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Principal Amount per Note: |
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$1,000.00 |
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Currency: |
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U.S. Dollars |
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Form: |
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Registered book-entry form |
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Price to Public: |
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98.75% of the principal amount of the Underwritten Securities |
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Purchase Price: |
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98.00% of the principal amount of the Underwritten Securities |
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Stated Maturity Date: |
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August 15, 2026 |
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Interest Rate: |
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3.85% per annum |
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Interest Payment Dates: |
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Interest on the Underwritten Securities will be payable semi-annually in arrears, on February 15 and August 15 of each year, beginning February 15, 2007 |
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Record Dates: |
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The close of business on the February 1 and August 1 preceding the applicable Interest Payment Date |
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Terms and Conditions of the Notes: |
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The terms and conditions of the Underwritten Securities are as set forth in the Issuer Free Writing Prospectus attached as an exhibit hereto, the Preliminary Prospectus Supplement dated August 15, 2006, the Base Prospectus, and the Indenture, including the terms and conditions to be reflected in the Second Supplemental Indenture, to be entered into as of August 23, 2006, by and between ERP and X.X. Xxxxxx Trust Company, National Association |
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Listing: |
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None |
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Delayed Contracts: |
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Not authorized |
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Registration Rights Agreement: |
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The Registration Rights Agreement described in the Preliminary Prospectus Supplement dated August 15, 2006, to be entered into as of August 23, 2006, by and among ERP, Equity Residential and the Underwriters |
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Settlement Date, Time and Place: |
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Delivery of documents on August 23, 2006, at 9:00 a.m. New York City time at the offices of Xxxxx & Xxxxxxx L.L.P., 000 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000; delivery of funds on August 23, 2006, in accordance with DTC procedures for the Underwritten Securities |
All the provisions contained in the document attached as Annex A hereto entitled “ERP Operating Limited Partnership—Exchangeable Debt Securities—Standard Underwriting Provisions” dated August 16, 2006 (the “Standard Underwriting Provisions”) are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined.
For purposes of this transaction, the term “Time of Sale” as used in the Standard Underwriting Provisions and this Terms Agreement shall mean 8:30 a.m. on August 17, 2006.
The Time of Sale Information for this transaction shall constitute the following: (1) any scheduled Issuer Free Writing Prospectuses attached as exhibits hereto, (2) the Preliminary Prospectus Supplement dated August 15, 2006, together with the Base Prospectus and (3) any filing under the 1934 Act which is deemed incorporated by reference in the Registration Statement or the Preliminary Prospectus Supplement and the Base Prospectus.
EQR is a party to this Agreement (including the provisions incorporated herein by reference), solely with respect to the representations and warranties, and covenants and agreements, including without limitation its indemnification obligations, made by EQR hereunder.
This Agreement supersedes all prior agreements and understandings (whether written or oral) between ERP and the several Underwriters, or any of them, with respect to the offer and sale of the Underwritten Securities.
[SIGNATURE PAGE APPEARS NEXT]
Please accept this offer no later than 6:00 P.M. (New York City time) on August 16, 2006, by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
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Very truly yours |
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XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX |
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By: |
/s/ Xxxxxxx Xxxxxx |
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Name: Xxxxxxx Xxxxxx |
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Title: Managing Director, Investment Banking |
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Acting on behalf of itself and the other named |
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Accepted: |
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ERP OPERATING LIMITED PARTNERSHIP
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By: |
EQUITY
RESIDENTIAL, not individually but as General |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Executive Vice President and Chief Financial Officer |
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EQUITY RESIDENTIAL |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Executive Vice President and Chief Financial Officer |
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Annex A
ERP Operating Limited Partnership
Debt Securities
Standard Underwriting Provisions
Issuer Free Writing Prospectus
ERP Operating Limited Partnership
SEC-Registered Exchangeable Senior Notes Due 2026:
Issuer of Notes: ERP Operating Limited Partnership
Issuer of Common Shares: Equity Residential
Ticker/Exchange for Common Shares: EQR/NYSE
Offering Size: $600,000,000
Over-allotment Option: $50,000,000
Principal Amount Per Note: $1,000.00
Issue Price Per Note: $987.50
Maturity: August 15, 2026
Interest Rate: 3.85%
Last Sale (8/16/06): $47.64
Exchange Premium: 28.04%
Exchange Price: $61.00
Contingent Exchange Trigger: 130%
Exchange Rate: 16.3934
Exchange Rate Cap: 20.9907
Redemption: August 18, 2011
Put Dates: August 18, 2011, August 15, 2016, August 15, 2021
Make Whole Upon Certain Change in Control Transactions (Additional Change in Control Shares)
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Stock Price |
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Effective Date |
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$47.64 |
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$60.00 |
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$70.00 |
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$80.00 |
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$90.00 |
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$100.00 |
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$125.00 |
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$150.00 |
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8/23/06 |
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4.5973 |
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2.1819 |
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1.2716 |
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0.7948 |
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0.5353 |
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0.3858 |
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0.2145 |
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0.1438 |
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8/15/07 |
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4.5973 |
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2.0534 |
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1.1280 |
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0.6666 |
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0.4289 |
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0.2998 |
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0.1637 |
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0.1096 |
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8/15/08 |
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4.5973 |
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1.8779 |
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0.9466 |
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0.5144 |
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0.3104 |
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0.2089 |
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0.1145 |
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0.0767 |
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8/15/09 |
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4.5973 |
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1.6313 |
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0.7100 |
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0.3347 |
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0.1837 |
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0.1212 |
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0.0691 |
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0.0463 |
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8/15/10 |
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4.5973 |
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1.2502 |
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0.3850 |
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0.1335 |
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0.0694 |
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0.0507 |
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0.0320 |
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0.0211 |
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8/18/11 |
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4.5973 |
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0.2733 |
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0.0000 |
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0.0000 |
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0.0000 |
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0.0000 |
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0.0000 |
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0.0000 |
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(No additional change in control shares below $47.64 or equal to or above $150.00)
Trade Date: 8/16/2006
Settlement Date: 8/23/2006
CUSIP: 00000X XX 0
Xxxx-Xxxxxxxxxx: Xxxxxxx Xxxxx & Xx.
Xx-Xxxxxxxx: Banc of America Securities LLC, Citigroup Global Markets Inc. & Xxxxxx Xxxxxxx
The offering is being made only be means of a prospectus supplement and the accompanying prospectus. Before you invest, you should read the prospectus, the prospectus supplements and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 0-000-000-0000.
This announcement and any offer if made subsequently is directed only at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investors”). Any person in the EEA who acquires the securities in any offer (an “investor”) or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the company, Xxxxxxx Xxxxx International (“MLI”) or any other manager of a prospectus pursuant to Article 3 of the Prospectus Directive. The company, MLI and their affiliates, and others will rely upon the truth and accuracy of the foregoing representations and agreements.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
