ERP OPERATING LIMITED PARTNERSHIP (an Illinois limited partnership) $350,000,000 5.50% Notes due October 1, 2012 $650,000,000 5.75% Notes due June 15, 2017 TERMS AGREEMENT
Exhibit 1.1
ERP OPERATING LIMITED PARTNERSHIP
(an Illinois limited partnership)
$350,000,000 5.50% Notes due October 1, 2012
$650,000,000 5.75% Notes due June 15, 2017
Dated: May 30, 2007
To: ERP Operating Limited Partnership
c/o Equity Residential
Two North Riverside Plaza
Chicago, Illinois 60606
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 $350,000,000 aggregate principal amount of 5.50% Notes due October 1, 2012 (the “2012 Notes”) and $650,000,000 aggregate principal amount of 5.75% Notes due June 15, 2017 (the “2017 Notes and, together with the 2012 Notes, the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters named below (the “Underwriters”) severally, and not jointly, agree to purchase the respective amounts of the Underwritten Securities set forth below opposite their respective names, at the purchase price set forth below.
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Principal |
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Principal
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Banc of America Securities LLC |
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$ |
116,666,667 |
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$ |
216,666,667 |
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Deutsche Bank Securities Inc. |
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$ |
116,666,667 |
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$ |
216,666,667 |
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XX Xxxxxx Securities Inc. |
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$ |
116,666,666 |
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$ |
216,666,666 |
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Total |
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$ |
350,000,000 |
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$ |
650,000,000 |
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The Underwritten Securities shall have the following terms:
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Title: |
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5.50% Notes due October 1, 2012 |
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Principal Amount to be Issued: |
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2012 Notes: $350,000,000 |
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Currency: |
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U.S. Dollars |
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Expected Ratings: |
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Baa1 by Xxxxx’x Investors Services, Inc. |
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Form: |
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Registered book-entry form |
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Price to Public: |
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99.474% of the principal amount of the 2012 Notes |
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Purchase Price: |
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98.874% of the principal amount of the 2012 Notes |
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Stated Maturity Dates: |
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2012 Notes: October 1, 2012 |
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Interest Rate: |
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2012 Notes: 5.50% 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 January 15 and July 15 of each year, beginning January 15, 2008 |
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Record Dates: |
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The close of business on the January 1 and July 1 preceding the applicable Interest Payment Date |
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Redemption: |
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ERP may redeem the Underwritten Securities, at any time, in whole or, from time to time, in part, at the election of ERP, at a redemption price equal to the sum of (i) the principal amount of the Underwritten Securities being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined in the Prospectus relating to such Underwritten Securities), if any, with respect to such Underwritten Securities (collectively, the “Redemption Price”). Notice of any optional redemption of any Underwritten Securities will be given to holders at their addresses, as shown in the Security Register, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Underwritten Securities held by such persons to be redeemed |
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Reinvestment Rate: |
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“Reinvestment Rate” means .15% and .20%, respectively, for the 2012 Notes and 2017 Notes, plus the arithmetic means of the yields under the respective heading “Week Ending” published in the most recent Statistical Release (as defined in the Prospectus relating to such Underwritten Securities) under the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity, as of the payment date of the principal being redeemed or paid. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used |
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Sinking Fund Requirements: |
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None |
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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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Restrictive Covenants: |
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The covenants set forth in the Indenture, dated as of October 1, 1994, between ERP and The Bank of New York Trust Company, N.A. (as successor in trust to X.X. Xxxxxx Trust Company, National Association, as successor in trust to Bank One Trust Company, NA, as successor to The First National Bank of Chicago) (the “Indenture”), and the Third Supplemental Indenture, to be dated as of June 4, 2007, to the Indenture as applicable. |
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Settlement Date, Time and Place: |
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Delivery of documents on June 4, 2007, 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 June 4, 2007, 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—Debt Securities—Standard Underwriting Provisions” dated May 30, 2007 (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 4:15 p.m. on the date hereof.
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 May 30, 2007, 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.
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 May 30, 2007, 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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BANC OF AMERICA SECURITIES LLC |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx |
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Title: Vice President |
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DEUTSCHE BANK SECURITIES INC. |
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By: |
/s/ Xxxxxx Xxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxx |
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Title: Director |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: Xxxxxxx X. Xxxxxxxx |
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Title: Director/Debt Syndicate |
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X.X. XXXXXX SECURITIES INC. |
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By: |
/s/ Xxxxxx Xxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxx |
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Title: Vice President |
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Acting on behalf of themselves and the other named Underwriters |
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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 Partner |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Name: Xxxx X. Xxxxxxx |
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Title: Senior Vice President and Treasurer |
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Annex A
ERP Operating Limited Partnership
Debt Securities
Standard Underwriting Provisions
Exhibit A
Issuer Free Writing Prospectus
$350,000,000 5.50% SENIOR NOTES DUE OCTOBER 1, 2012
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Issuer: |
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ERP Operating Limited Partnership |
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Coupon: |
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5.50% |
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Maturity: |
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October 1, 2012 |
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Trade Date: |
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May 30, 2007 |
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Settlement Date: |
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June 4, 2007 |
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Par Amount: |
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$350,000,000 |
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Expected Ratings: |
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Baa1/A-/A- (stable, stable, stable) |
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Benchmark Treasury: |
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4.50% due April 30, 2012 |
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Benchmark Treasury Yield: |
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4.835% |
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Benchmark Treasury Price: |
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$98-17+ |
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Reoffer Spread: |
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0.78% (+78 basis points) |
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Yield to Maturity: |
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5.615% |
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Public Offering Price: |
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99.474% |
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All-in Price to Issuer: |
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98.874% |
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Net Proceeds: |
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$346,059,000 |
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Interest Payment Dates: |
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January 15 and July 15, commencing January 15, 2008 |
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Day Count: |
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30/360 |
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Make Whole: |
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15 basis points |
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Redemption Provision: |
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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 defined in the Prospectus), if any. |
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CUSIP: |
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26884A AW3 |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus 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 get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, you can request the prospectus by calling toll-free in the United States Banc of America Securities LLC at 0-000-000-0000 or Deutsche Bank Securities Inc. at 0-000-000-0000 or calling X.X. Xxxxxx Securities Inc. collect at 0-000-000-0000.
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.
$650,000,000 5.75 % SENIOR NOTES DUE JUNE 15, 2017
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Issuer: |
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ERP Operating Limited Partnership |
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Coupon: |
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5.75% |
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Maturity: |
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June 15, 2017 |
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Trade Date: |
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May 30, 2007 |
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Settlement Date: |
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June 4, 2007 |
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Par Amount: |
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$650,000,000 |
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Expected Ratings: |
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Baa1/A-/A- (stable, stable, stable) |
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Benchmark Treasury: |
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4.50% due May 15, 2017 |
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Benchmark Treasury Yield: |
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4.874% |
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Benchmark Treasury Price: |
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$97-02+ |
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Reoffer Spread: |
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0.98% (+98 basis points) |
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Yield to Maturity: |
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5.854% |
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Public Offering Price: |
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99.211% |
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All-in Price to Issuer: |
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98.561% |
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Net Proceeds: |
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$640,646,500 |
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Interest Payment Dates: |
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January 15 and July 15, commencing January 15, 2008 |
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Day Count: |
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30/360 |
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Make Whole: |
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20 basis points |
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Redemption Provision: |
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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 defined in the Prospectus), if any. |
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CUSIP: |
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26884A AX1 |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus 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 get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, you can request the prospectus by calling toll-free in the United States Banc of America Securities LLC at 0-000-000-0000 or Deutsche Bank Securities Inc. at 0-000-000-0000 or calling X.X. Xxxxxx Securities Inc. collect at 0-000-000-0000.
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.
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