ESSEX PROPERTY TRUST, INC.

Regulatory Filings • Apr 3, 2017

FWP 1 s001611x2_fwp.htm FREE WRITING PROSPECTUS Licensed to: Summit Financial Printing Document created using EDGARfilings PROfile 4.2.1.0 Copyright 1995 - 2017 Summit Financial Printing, LLC. All rights reserved.

Filed Pursuant to Rule 433

Registration Nos. 333-209886 and 333-209886-01

April 3, 2017

Essex Portfolio, L.P. $350,000,000 3.625% Senior Notes due 2027 fully and unconditionally guaranteed by Essex Property Trust, Inc.

Issuer:	Essex Portfolio, L.P.
Guarantor:	Essex Property Trust, Inc.
Principal Amount:	$350,000,000
Expected Ratings (Moody’s / S&P / Fitch)*:	Baa1 / BBB+ / BBB+
Trade Date:	April 3, 2017
Settlement Date:	April 10, 2017 (T+5)
Maturity Date:	May 1, 2027
Interest Payment Dates:	May 1 and November 1, commencing November 1, 2017
Benchmark Treasury:	2.250% due February 15, 2027
Benchmark Treasury Price / Yield:	99-05+ / 2.344%
Spread to Benchmark Treasury:	+ 135 basis points
Yield to Maturity:	3.694%
Coupon:	3.625% per annum
Price to Public:	99.423% of the Principal Amount, plus accrued interest, if any, from the Settlement Date if settlement occurs after the Settlement Date
Optional Redemption Provisions:	Prior to February 1, 2027, make-whole call as set forth in the preliminary prospectus supplement at Treasury + 25 basis points On or after February 1, 2027, the redemption price will be 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date, as set forth in the preliminary prospectus supplement
CUSIP / ISIN:	29717P AR8 / US29717PAR82
Joint Book-Running Managers:	Wells Fargo Securities, LLC Citigroup Global Markets Inc. J.P. Morgan Securities LLC MUFG Securities Americas Inc. U.S. Bancorp Investments, Inc. Jefferies LLC
Senior Co-Managers:	Barclays Capital Inc. BB&T Capital Markets, a division of BB&T Securities, LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc.
Co-Managers:	Capital One Securities, Inc. Mizuho Securities USA Inc. Regions Securities LLC Scotia Capital (USA) 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 preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov . Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it from (i) Wells Fargo Securities, LLC toll free at 1-800-645-3751, (ii) Citigroup Global Markets Inc. toll free at 1-800-831-9146, (iii) J.P. Morgan Securities LLC collect at 1-212-834-4533, (iv) MUFG Securities Americas Inc. toll free at 1-877-649-6848 or (v) U.S. Bancorp Investments, Inc. toll free at 1-877-558-2607.