This description of notes summarizes key terms and provisions of the notes and the indenture referred to below. This description does not purport to be complete and is subject to, and qualified in its entirety by reference to, the actual terms and provisions of the notes and the indenture,
which are
incorporated herein by reference. We urge you to read those documents in their entirety because they, and not this description nor the
“Description of Debt Securities and Guarantees” in the accompanying prospectus, define your rights as a holder of notes. You may request a copy of those documents from us as described in
“Where You Can Find More Information” in the accompanying prospectus. The information in this section supplements and, to the extent inconsistent therewith, replaces the information in the accompanying prospectus under the caption
“Description of Debt Securities and Guarantees.” Capitalized terms used but not otherwise defined herein have the meanings given to them in the
notes or the indenture, as applicable. As used in this “Description of Notes,” (i) references to the “Issuer,” “we,” “our” or “us” refer solely to Essex Portfolio, L.P. and not to any of its subsidiaries and (ii) references to the “guarantor” or the “General Partner” refer to Essex Property Trust, Inc. Unless the context otherwise requires, references to “interest” include additional interest, as described below and references to “dollars” mean U.S. dollars. Certain capitalized terms used in this section have the meaning set forth below in “—Definitions.”
General
The
notes will be issued pursuant to a base indenture, dated as of , 2024, among the Issuer, the guarantor, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee, as supplemented by the first supplemental indenture dated as of , 2024. We refer to the indenture, as supplemented by such first supplemental indenture, as the “indenture.”
The terms of the notes include those provisions contained in the notes and the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The notes are subject to all such terms, and holders of notes are referred to the notes, the indenture and the TIA for a statement thereof.
The
notes will be issued only in fully registered, book-entry form, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, except under the limited circumstances described herein under “—Book-entry, delivery and form” and “—Euroclear and Clearstream.” The principal of, and premium, if any, and interest on, the notes will be payable in U.S. dollars. The registered holder of a note will be treated as its owner for all purposes.
If any interest payment date, stated maturity date or redemption date is not a business day, the payment otherwise required to be made on such date will be made on the next business day without any additional payment as a result of such delay. The term “business day” means, with respect to any note, any day, other than a Saturday, Sunday
or any other day on which banking institutions in New York, New York (or, in connection with any payments, the place of payment) are authorized or obligated by law or executive order to close.
The notes will be fully and unconditionally guaranteed by the guarantor on a senior unsecured basis. See “—Guarantees” below.
The terms of the notes provide that the Issuer is permitted to reduce interest payments and payments upon a redemption of notes otherwise payable to a holder for any amounts the Issuer is required to withhold by law. For example, non-United States holders of the notes may, under some circumstances, be subject to U.S. federal withholding
tax with respect to payments of interest on the notes. The Issuer will set-off any such withholding tax that the Issuer is required to pay against payments of interest payable on the notes and payments upon a redemption of notes.
Ranking
The notes will be the Issuer’s senior unsecured obligations and will rank equally in right of payment with all of the Issuer’s other senior unsecured indebtedness. However, the notes will be effectively subordinated in right of payment to all of the Issuer’s existing and future secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future unsecured and secured
liabilities and