Terms Agreement dated November 28, 2018, among ERP Operating Limited Partnership and each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC

By: EQUITY RESIDENTIAL, not individually but as General Partner

/s/ Scott J. Fenster

Scott J. Fenster

Executive Vice President

and General Counsel

EX-1.1 2 d664437dex11.htm EX-1.1 EX-1.1

Exhibit 1.1

Execution Version

ERP OPERATING LIMITED PARTNERSHIP

(an Illinois limited partnership)

$400,000,000 4.150% Notes due 2028

TERMS AGREEMENT

Dated: November 28, 2018

To:	ERP Operating Limited Partnership

c/o Equity Residential

Two North Riverside Plaza

Chicago, Illinois 60606

Attention: Robert Garechana

Ladies and Gentlemen:

We (the “Representatives”) understand that ERP Operating Limited Partnership, an Illinois limited partnership (“ERP”), proposes to issue and sell $400,000,000 aggregate principal amount of 4.150% Notes due 2028 (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.


Underwriter	Aggregate Principal Amount of Underwritten Securities to be Purchased
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	67,000,000
Citigroup Global Markets Inc.	$	67,000,000
Wells Fargo Securities, LLC	$	67,000,000
RBC Capital Markets, LLC	$	67,000,000
Jefferies LLC	$	20,000,000
Regions Securities LLC	$	20,000,000
U.S. Bancorp Investments, Inc.	$	20,000,000
BNY Mellon Capital Markets, LLC	$	16,000,000
Mizuho Securities USA LLC	$	16,000,000
SMBC Nikko Securities America, Inc.	$	16,000,000
Samuel A. Ramirez & Company, Inc.	$	12,000,000
TD Securities (USA) LLC	$	12,000,000

Total	$	400,000,000

The Underwritten Securities shall have the following terms:

Title:

4.150% Notes due 2028

Principal Amount to be Issued:

$400,000,000 aggregate principal amount

Currency:

U.S. Dollars

Expected Ratings:

◾ A3 by Moody’s Investors Service, Inc.

◾ A- by Standard & Poor’s Ratings Services

◾ A by Fitch Ratings Services

Form:

Registered book-entry form

Price to Public:

99.821% of the principal amount

Purchase Price:

99.171% of the principal amount

Stated Maturity Date:

December 1, 2028

Interest Rate:

4.150% per annum

Interest Payment Date:

Interest on the Underwritten Securities will be payable semi-annually in arrears, on June 1 and December 1 of each year beginning June 1, 2019

Record Dates:

The close of business on the May 15 and November 15 preceding the applicable Interest Payment Date

Redemption:

Prior to September 1, 2028 (the date that is three months prior to the maturity date of the Underwritten Securities), 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, including the Reinvestment Rate set forth below), if any, with respect to the Underwritten Securities. On or after September 1, 2028 (the date that is three months prior to the maturity date of the Underwritten Securities), 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 100% of the principal amount of the Underwritten Securities being redeemed plus accrued interest thereon to the redemption date

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 45 nor less than 15 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

Reinvestment Rate:

“Reinvestment Rate” means 0.200% plus the yield under the heading “Week Ending” published in the most recent Statistical Release (as defined in the Prospectus) under the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity, as if the maturity date of the Underwritten Securities was September 1, 2028, 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

Sinking Fund Requirements:

None

Listing:

None

Delayed Contracts:

Not authorized

Restrictive Covenants:

The covenants set forth in the Indenture, dated as of October 1, 1994, between ERP 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, NA, as successor to The First National Bank of Chicago) (the “Trustee”), as amended by the First Supplemental Indenture, dated as of September 9, 2004, between ERP and the Trustee, by the Second Supplemental Indenture, dated as of August 23, 2006, between ERP and the Trustee, by the Third Supplemental Indenture, dated as of June 4, 2007, between ERP and the Trustee, by the Fourth Supplemental Indenture, dated as of December 12, 2011, between ERP and the Trustee, and by the Fifth Supplemental Indenture, dated as of February 1, 2016, between ERP and the Trustee (as so amended and as may be further amended and supplemented from time to time, the “Indenture”)

Settlement Date, Time and Place:

Delivery of documents on November 30, 2018, at 10:00 a.m. New York City time at the offices of Morrison & Foerster LLP; 2000 Pennsylvania Avenue, NW, Suite 6000, Washington, DC 20006-1888; delivery of funds on November 30, 2018, in accordance with DTC procedures for the Underwritten Securities

Address for Notices to Underwriters:

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

50 Rockefeller Plaza

NY1-050-12-02

New York, New York 10020

Facsimile: (646) 855-5958

Attention: High Grade Transaction Management/Legal

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attention: General Counsel

Facsimile: (646) 291-1469

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, North Carolina 28226

All the provisions contained in the document attached as Annex A hereto entitled “ERP Operating Limited Partnership—Debt Securities—Standard Underwriting Provisions” dated November 28, 2018 (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 5:05 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 Annex B hereto, (2) the Preliminary Prospectus Supplement dated November 28, 2018, together with the Base Prospectus and (3) any filing under the 1934 Act which is deemed incorporated by reference in the Registration Statement, the Preliminary Prospectus Supplement or 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 p.m. (New York City time) on November 28, 2018, by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.


Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:	/s/ Evan Ladouceur
	Name:	Evan Ladouceur
	Title:	Managing Director
		Head of Gaming & Leisure
		Investment Banking

CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Adam D. Bordner
	Name:	Adam D. Bordner
	Title:	Director

Acting on behalf of themselves and the other named Underwriters

[Signature Page to Terms Agreement]

Please accept this offer no later than 6 p.m. (New York City time) on November 28, 2018, by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.


Very truly yours,

WELLS FARGO SECURITIES, LLC

By:	/s/ Teresa Hee
	Name:	Teresa Hee
	Title:	Managing Director

Acting on behalf of themselves and the other named Underwriters

[Signature Page to Terms Agreement]

Accepted:

ERP OPERATING LIMITED PARTNERSHIP

[Signature Page to Terms Agreement]

Annex A

ERP Operating Limited Partnership

Debt Securities

Standard Underwriting Provisions

Annex B

Issuer Free Writing Prospectus

PRICING TERM SHEET

4.150% Notes due 2028

Issuer:

ERP Operating Limited Partnership

Security:

4.150% Notes due 2028

Anticipated Ratings*:

A3 by Moody’s Investors Service, Inc.

A- by Standard & Poor’s Ratings Services

A by Fitch Ratings Services

Principal Amount Offered:

$400,000,000

Trade Date:

November 28, 2018

Settlement Date:

November 30, 2018 (T+2)

Maturity Date:

December 1, 2028

Coupon:

4.150%

Interest Payment Dates:

Payable semiannually on June 1 and December 1, commencing June 1, 2019

Price to Public:

99.821%

Benchmark Treasury:

3.125% due November 15, 2028

Benchmark Treasury Price and Yield:

100-20 / 3.052%

Spread to Benchmark Treasury:

+112 basis points

Re-Offer Yield:

4.172%

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 September 1, 2028 (the date that is three months prior to the maturity date of the notes), the redemption price will not include the Make-Whole Amount

Net Proceeds:

$396,684,000

Day Count Convention:

30 / 360

Denominations:

$1,000 and integral multiples of $1,000 in excess thereof

CUSIP / ISIN:

26884A BK8 / US26884ABK88

Joint Book-Running Managers:

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Citigroup Global Markets Inc.

Wells Fargo Securities, LLC

RBC Capital Markets, LLC

Senior Co-Managers:

Jefferies LLC

Regions Securities LLC

U.S. Bancorp Investments, Inc.

Co-Managers:

BNY Mellon Capital Markets, LLC

Mizuho Securities USA LLC

SMBC Nikko Securities America, Inc.

Samuel A. Ramirez & Company, Inc.

TD Securities (USA) LLC

*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 and a prospectus supplement with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement 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 and the prospectus supplement if you request them by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at ###-###-####, Citigroup Global Markets Inc. at (800) ###-###-#### or Wells Fargo Securities, LLC at ###-###-####.