ESSEX PROPERTY TRUST, INC.

Regulatory Filings • Feb 4, 2019

FWP 1 s002649x3_fwp.htm FWP Licensed to: Broadridge Finaicial Soultions, Inc. Document created using EDGARfilings PROfile 5.1.0.0 Copyright 1995 - 2019 Broadridge

Filed Pursuant to Rule 433

Registration Nos. 333-227600 and 333-227600-01

February 4, 2019

Essex Portfolio, L.P. $350,000,000 4.000% Senior Notes due 2029 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:	February 4, 2019
Settlement Date:	February 11, 2019 (T+5)
Maturity Date:	March 1, 2029
Interest Payment Dates:	March 1 and September 1, commencing September 1, 2019
Benchmark Treasury:	UST 3.125% due November 15, 2028
Benchmark Treasury Price / Yield:	103-13+ / 2.724%
Spread to Benchmark Treasury:	T+137.5 basis points
Yield to Maturity:	4.099%
Coupon:	4.000% per annum
Price to Public:	99.188% 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 December 1, 2028, make-whole call as set forth in the preliminary prospectus supplement at Treasury + 25 basis points
	On or after December 1, 2028, 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 AT4 / US29717PAT49
Joint Book-Running Managers:	Wells Fargo Securities, LLC Citigroup Global Markets Inc. J.P. Morgan Securities LLC U.S. Bancorp Investments, Inc. Jefferies LLC MUFG Securities Americas Inc.

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. Mizuho Securities USA LLC
Co-Managers:	Capital One Securities, 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, or (iv) U.S. Bancorp Investments, Inc. toll free at 1-877-558-2607.