Filed pursuant to Rule 433
Registration No. 333-190248-01
June 16, 2014
PRICING TERM SHEET | ||
2.375% Notes due 2019 | ||
Issuer: | ERP Operating Limited Partnership | |
Security: | 2.375% Notes due 2019 | |
Anticipated Ratings: | • Baa1 by Moody’s Investors Service, Inc. • BBB+ by Standard & Poor’s Ratings Services • BBB+ by Fitch Ratings Services | |
Principal Amount Offered: | $450,000,000 | |
Trade Date: | June 16, 2014 | |
Settlement Date: | June 19, 2014 (T+3) | |
Maturity Date: | July 1, 2019 | |
Coupon: | 2.375% | |
Interest Payment Dates: | Payable semiannually on January 1 and July 1, commencing January 1, 2015 | |
Price to Public: | 99.900% | |
Benchmark Treasury: | 1.500% due May 31, 2019 | |
Benchmark Treasury Yield: | 1.696% | |
Spread to Benchmark Treasury: | +70 bps | |
Re-Offer Yield: | 2.396% | |
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 June 1, 2019, the redemption price will not include the Make-Whole Amount. | |
Net Proceeds (before expenses): | $446,850,000 | |
Day Count Convention: | 30 / 360 | |
Denominations: | $1,000 and integral multiples of $1,000 in excess thereof | |
CUSIP / ISIN: | 26884A BC6/ US26884ABC62 | |
Joint Book-Running Managers: | Deutsche Bank Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Securities LLC J.P. Morgan Securities LLC Wells Fargo Securities, LLC Jefferies LLC SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. | |
Senior Co-Managers: | BNY Mellon Capital Markets, LLC Mitsubishi UFJ Securities (USA), Inc Regions Securities LLC |
Co-Managers: | BB&T Capital Markets, a division of BB&T Securities, LLC BBVA Securities Inc. Fifth Third Securities, Inc. Mizuho Securities USA Inc. 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) with the Securities and Exchange Commission (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 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 if you request it by calling Deutsche Bank Securities Inc. at 1-800-503-4611; Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322; or by calling UBS Securities LLC at 1-877-827-6444, ext. 561-3884.
PRICING TERM SHEET | ||
4.500% Notes due 2044 | ||
Issuer: | ERP Operating Limited Partnership | |
Security: | 4.500% Notes due 2044 | |
Anticipated Ratings: | • Baa1 by Moody’s Investors Service, Inc. • BBB+ by Standard & Poor’s Ratings Services • BBB+ by Fitch Ratings Services | |
Principal Amount Offered: | $750,000,000 | |
Trade Date: | June 16, 2014 | |
Settlement Date: | June 19, 2014 (T+3) | |
Maturity Date: | July 1, 2044 | |
Coupon: | 4.500% | |
Interest Payment Dates: | Payable semiannually on January 1 and July 1, commencing January 1, 2015 | |
Price to Public: | 99.297% | |
Benchmark Treasury: | 3.625% due February 15, 2044 | |
Benchmark Treasury Yield: | 3.393% | |
Spread to Benchmark Treasury: | +115 bp | |
Re-Offer Yield: | 4.543% | |
Make-Whole Call: | Treasury rate plus 20 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 January 1, 2044, the redemption price will not include the Make-Whole Amount. | |
Net Proceeds (before expenses): | $738,165,000 | |
Day Count Convention: | 30 / 360 | |
Denominations: | $1,000 and integral multiples of $1,000 in excess thereof | |
CUSIP / ISIN: | 26884A BB8 / US26884ABB89 | |
Joint Book-Running Managers: | Deutsche Bank Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Securities LLC J.P. Morgan Securities LLC Wells Fargo Securities, LLC Jefferies LLC SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. |
Senior Co-Managers: | BNY Mellon Capital Markets, LLC Mitsubishi UFJ Securities (USA), Inc Regions Securities LLC | |
Co-Managers: | BB&T Capital Markets, a division of BB&T Securities, LLC BBVA Securities Inc. Fifth Third Securities, Inc. Mizuho Securities USA Inc. 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) with the Securities and Exchange Commission (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 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 if you request it by calling Deutsche Bank Securities Inc. at 1-800-503-4611; Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322; or by calling UBS Securities LLC at 1-877-827-6444, ext. 561-3884.