Attached files

file filename
EX-1.1 - TERMS AGREEMENT - ERP OPERATING LTD PARTNERSHIPd267714dex11.htm
EX-5.1 - OPINION OF DLA PIPER LLP (US) - ERP OPERATING LTD PARTNERSHIPd267714dex51.htm
EX-4.1 - FORM OF 4.625% - ERP OPERATING LTD PARTNERSHIPd267714dex41.htm
EX-1.2 - STANDARD UNDERWRITING PROVISIONS - ERP OPERATING LTD PARTNERSHIPd267714dex12.htm
EX-4.2 - FOURTH SUPPLEMENTAL INDENTURE - ERP OPERATING LTD PARTNERSHIPd267714dex42.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 7, 2011

 

 

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Illinois   0-24920   36-3894853
(State or other jurisdiction
of incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

Two North Riverside Plaza
Suite 400, Chicago, Illinois
  60606
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (312) 474-1300

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

On December 7, 2011, ERP Operating Limited Partnership, an Illinois limited partnership (the “Company”), agreed to issue $1,000,000,000 aggregate principal amount of 4.625% Notes due December 15, 2021 (the “Notes”) in a public offering. The Company agreed to sell the Notes pursuant to a Terms Agreement, dated as of December 7, 2011, among the Company and each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc., as representatives of the underwriters named therein. The Notes will be issued pursuant to an Indenture, dated as of October 1, 1994, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., successor to The First National Bank of Chicago) (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of September 9, 2004, by and between the Company and the Trustee, as further supplemented by that certain Second Supplemental Indenture, dated as of August 23, 2006, by and between the Company and the Trustee, as further supplemented by that certain Third Supplemental Indenture, dated as of June 4, 2007, by and between the Company and the Trustee, and as further supplemented by that certain Fourth Supplemental Indenture, to be dated as of December 12, 2011, by and between the Company and the Trustee.

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
Number
   Description
  1.1    Terms Agreement dated December 7, 2011, among ERP Operating Limited Partnership and each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc.
  1.2    Standard Underwriting Provisions dated December 7, 2011.
  4.1    Form of 4.625% Note due December 15, 2021.
  4.2    Form of Fourth Supplemental Indenture.
  5.1    Opinion of DLA Piper LLP (US).
23.1    Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ERP OPERATING LIMITED PARTNERSHIP
    By:   EQUITY RESIDENTIAL, its general partner
  Date: December 9, 2011       By:   /s/    MARK J. PARRELL        
        Name:   Mark J. Parrell
        Its:   Executive Vice President and Chief Financial Officer
  Date: December 9, 2011       By:   /s/    BRUCE C. STROHM        
        Name:   Bruce C. Strohm
        Its:   Executive Vice President, General Counsel and Corporate Secretary

 


EXHIBIT INDEX

 

Exhibit
Number
   Description
  1.1    Terms Agreement dated December 7, 2011, among ERP Operating Limited Partnership and each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc.
  1.2    Standard Underwriting Provisions dated December 7, 2011.
  4.1    Form of 4.625% Note due December 15, 2021.
  4.2    Form of Fourth Supplemental Indenture.
  5.1    Opinion of DLA Piper LLP (US).
23.1    Consent of DLA Piper LLP (US) (included in Exhibit 5.1).