FWP 1 d415572dfwp.htm FWP FWP

Filed pursuant to Rule 433

Registration No. 333-212284-01

July 31, 2017

 

LOGO

PRICING TERM SHEET

 

   3.250% Notes due 2027
Issuer:    ERP Operating Limited Partnership
Security:    3.250% Notes due 2027
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:    July 31, 2017
Settlement Date:    August 3, 2017 (T+3)
Maturity Date:    August 1, 2027
Coupon:    3.250%
Interest Payment Dates:    Payable semiannually on February 1 and August 1, commencing February 1, 2018
Price to Public:    99.822%
Benchmark Treasury:    2.375% due May 15, 2027
Benchmark Treasury Price and Yield:    100-23+ / 2.291%
Spread to Benchmark Treasury:    +98 basis points
Re-Offer Yield:    3.271%
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 May 1, 2027, the redemption price will not include the Make-Whole Amount.
Net Proceeds:    $396,688,000
Day Count Convention:    30 / 360
Denominations:    $1,000 and integral multiples of $1,000 in excess thereof
CUSIP / ISIN:    26884A BG7 / US26884ABG76
Joint Book-Running Managers:   

Citigroup Global Markets Inc.

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

Senior Co-Managers:   

PNC Capital Markets LLC

SunTrust Robinson Humphrey, Inc.

U.S. Bancorp Investments, Inc.


Co-Managers:   

BNY Mellon Capital Markets, LLC

Mizuho Securities USA LLC

Regions Securities LLC

SMBC Nikko Securities America, Inc.

BB&T Capital Markets, a division of BB&T Securities, LLC

MUFG Securities Americas Inc.

TD Securities (USA) LLC

Fifth Third Securities, Inc.

Samuel A. Ramirez & Company, 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 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 Citigroup Global Markets Inc. at (800) 831-9146 or by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 294-1322 or by calling Morgan Stanley & Co. Incorporated at (212) 761-9199.


LOGO

PRICING TERM SHEET

 

   4.000% Notes due 2047
Issuer:    ERP Operating Limited Partnership
Security:    4.000% Notes due 2047
Anticipated Ratings*:   

A3 by Moody’s Investors Service, Inc.

A- by Standard & Poor’s Ratings Services

A- by Fitch Ratings Services

Principal Amount Offered:    $300,000,000
Trade Date:    July 31, 2017
Settlement Date:    August 3, 2017 (T+3)
Maturity Date:    August 1, 2047
Coupon:    4.000%
Interest Payment Dates:    Payable semiannually on February 1 and August 1, commencing February 1, 2018
Price to Public:    97.726%
Benchmark Treasury:    3.000% due February 15, 2047
Benchmark Treasury Price and Yield:    101-29 / 2.903%
Spread to Benchmark Treasury:    +123 basis points
Re-Offer Yield:    4.133%
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 February 1, 2047, the redemption price will not include the Make-Whole Amount.
Net Proceeds:    $290,553,000
Day Count Convention:    30 / 360
Denominations:    $1,000 and integral multiples of $1,000 in excess thereof
CUSIP / ISIN:    26884A BH5 / US26884ABH59
Joint Book-Running Managers:   

Citigroup Global Markets Inc.

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

Senior Co-Managers:   

PNC Capital Markets LLC

SunTrust Robinson Humphrey, Inc.

U.S. Bancorp Investments, Inc.


Co-Managers:   

BNY Mellon Capital Markets, LLC

Mizuho Securities USA LLC

Regions Securities LLC

SMBC Nikko Securities America, Inc.

BB&T Capital Markets, a division of BB&T Securities, LLC

MUFG Securities Americas Inc.

TD Securities (USA) LLC

Fifth Third Securities, Inc.

Samuel A. Ramirez & Company, 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 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 Citigroup Global Markets Inc. at (800) 831-9146 or by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 294-1322 or by calling Morgan Stanley & Co. Incorporated at (212) 761-9199.