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): February 3, 2011
EQUITY RESIDENTIAL
(Exact name of registrant as specified in its charter)
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| Maryland
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1-12252
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13-3675988 |
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification Number) |
ERP OPERATING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
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| Illinois
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0-24920
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36-3894853 |
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(Commission File Number)
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(I.R.S. Employer |
| of incorporation or organization
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Identification Number) |
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| Two North Riverside Plaza
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60606 |
| Suite 400, Chicago, Illinois
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(Zip Code) |
| (Address of principal executive offices) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On February 3, 2011, Equity Residential (the “Company”) and its operating partnership, ERP
Operating Limited Partnership (the “Operating Partnership”), entered into four separate sales
agency financing agreements (individually, a “Sales Agreement” and together, the “Sales
Agreements”) with each of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, BNY Mellon Capital Markets, LLC, J.P. Morgan
Securities LLC and Morgan Stanley & Co. Incorporated as sales
agents (individually, a “Sales Agent” and together, the “Sales Agents”), with respect to the
issuance and sale of up to 10,000,000 common shares of beneficial interest, par value $0.01 per
share, of the Company (the “Shares”) from time to time during a three-year period in “at the
market” offerings or certain other transactions (the “Offering”). The Sales Agreements provide
that each Sales Agent will be entitled to compensation not to exceed 2.0% of the gross sales price
per share for any of the Shares sold under the relevant Sales Agreement.
The Sales Agreements entered into with Merrill Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities LLC, and Morgan Stanley & Co. Incorporated amend, restate and supersede the
sales agency financing agreements that the Company and the Operating Partnership entered into with
such Sales Agents on September 28, 2009. The 10,000,000 shares that may be sold in the Offering
include 4,312,522 Shares that remain unsold under such prior sales agency financing agreements.
The Shares will be issued pursuant to the prospectus supplement filed February 3, 2011 and the
Company’s automatic shelf registration statement on Form S-3 (File No. 333-156156) filed on
December 16, 2008 with the Securities and Exchange Commission. This Current Report shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
The Sales Agreements are filed as Exhibits 1.1, 1.2, 1.3 and 1.4 to this Current Report. The
description of the Sales Agreements does not purport to be complete and is qualified in its
entirety by reference to the Sales Agreements filed herewith as exhibits to the Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
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1.1
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Amended and Restated Sales Agency Financing Agreement, dated
February 3, 2011, among the Company, the Operating Partnership
and Merrill Lynch, Pierce, Fenner & Smith Incorporated |
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1.2
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Sales Agency Financing Agreement, dated February 3, 2011, among
the Company, the Operating Partnership and BNY Mellon Capital
Markets, LLC |
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1.3
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Amended and Restated Sales Agency Financing Agreement, dated
February 3, 2011, among the Company, the Operating Partnership
and J.P. Morgan Securities LLC |