FWP 1 d507957dfwp.htm FWP FWP

Filed pursuant to Rule 433

Registration No. 333-212284-01

February 1, 2018

 

LOGO

PRICING TERM SHEET

 

   3.500% Notes due 2028
Issuer:    ERP Operating Limited Partnership
Security:    3.500% 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:    $500,000,000
Trade Date:    February 1, 2018
Settlement Date:    February 7, 2018 (T+4)
Maturity Date:    March 1, 2028
Coupon:    3.500%
Interest Payment Dates:    Payable semiannually on March 1 and September 1, commencing September 1, 2018
Price to Public:    99.402%
Benchmark Treasury:    2.250% due November 15, 2027
Benchmark Treasury Price and Yield:    95-18 / 2.771%
Spread to Benchmark Treasury:    +80 basis points
Re-Offer Yield:    3.571%
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 December 1, 2027 (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:    $493,760,000
Day Count Convention:    30 / 360
Denominations:    $1,000 and integral multiples of $1,000 in excess thereof
CUSIP / ISIN:    26884A BJ1 / US26884ABJ16
Joint Book-Running Managers:   

Deutsche Bank Securities Inc.

J.P. Morgan Securities LLC

UBS Securities LLC

Barclays Capital Inc.

Senior Co-Managers:   

BNY Mellon Capital Markets, LLC

Mizuho Securities USA LLC

Scotia Capital (USA) Inc.


Co-Managers:   

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

Fifth Third Securities, Inc.

Regions Securities LLC

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 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 Deutsche Bank Securities Inc. at 1-800-503-4611 or by calling J.P. Morgan Securities LLC at 1-212-834-4533 or by calling UBS Securities LLC at 1-888-827-7275.