Closing Date for Asset Sales to Starwood Scheduled For Week of January 25, 2016

CHICAGO--(BUSINESS WIRE)-- Equity Residential (NYSE: EQR) announced today that its operating partnership subsidiary, ERP Operating Limited Partnership (the “Operating Partnership”), has commenced tender offers (the “Tender Offers”) to purchase for cash certain debt securities listed in the tables below (collectively, the “Securities” and each, a “series” of Securities). The Operating Partnership’s obligation to accept and pay for Securities in the Tender Offers is subject to the satisfaction or waiver of certain conditions described in the Offer Materials (defined below).

One of the conditions is that the Operating Partnership must have received cash sale proceeds of no less than $5.0 billion from its previously announced agreement to sell a $5.365 billion multi-state portfolio of multifamily assets to one or more controlled affiliates of Starwood Capital Group. Although there can be no assurance that this transaction will be consummated, a closing date for more than $5.0 billion in assets has been scheduled for the week of January 25, 2016, with the remaining assets expected to close over the next several months once certain required third party consents are obtained.

In conjunction with the Tender Offers, the Operating Partnership also commenced solicitations of consents (the “Consent Solicitations”) to amend the indenture governing the 5.125% Notes due 2016 and the 5.375% Notes due 2016 (collectively, the “2016 Notes”) to alter the notice requirements for optional redemption with respect to each such series of Securities. The Tender Offers and Consent Solicitations (collectively, the “Offer”) are being made pursuant to and are subject to the terms and conditions set forth in the Operating Partnership’s offer to purchase and consent solicitation statement (the “Offer to Purchase”), dated January 14, 2016, and a related Consent and Letter of Transmittal (together, the “Offer Materials”), which sets forth a more detailed description of the terms of the Offer.

Any and All Tender Offers

The Operating Partnership is offering to purchase for cash any and all of the two series of notes described in the table below:

Maximum Tender Offers

The Operating Partnership is offering to purchase for cash the four series of notes described in the table below in an aggregate principal amount of up to $600,000,000 (the “Maximum Tender Amount”); provided that no more than $250,000,000 aggregate principal amount of each of the 5.75% Notes due 2017 and the 4.625% Notes due 2021 (collectively, the “Capped Notes”), will be purchased in the Tender Offers (such aggregate principal amounts of the Capped Notes, the “Tender Caps”):

The Consent Solicitations will expire at 11:59 p.m., New York City time, on February 11, 2016, unless extended or earlier terminated (as the same may be modified, the “Consent Expiration Date”). The Tender Offers will expire at 11:59 p.m., New York City time, on February 11, 2016, unless extended or earlier terminated by the Operating Partnership (as the same may be extended, the "Expiration Date"). Tenders of Securities may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on January 28, 2016, but may not be validly withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.

The consideration to be paid in the Tender Offers for Securities of each series that are validly tendered on or prior to the Early Tender Date (as defined below) and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to maturity of the applicable U.S.Treasury Security (the "Total Consideration"). Holders of Securities that are validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on January 28, 2016 (the "Early Tender Date") and accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of the Securities accepted for purchase (the "Early Tender Premium"). Holders of Securities who validly tender their Securities following the Early Tender Date and on or prior to the Expiration Date will only receive the applicable "Tender Offer Consideration" per $1,000 principal amount of any such Securities validly tendered by such holders that are accepted for purchase, which is an amount equal to the applicable Total Consideration minus the Early Tender Premium. The Total Consideration will be determined at 2:00 p.m., New York City time, on January 29, 2016 (as such date may be extended, the "Tender Offer Price Determination Date"), unless extended by the Operating Partnership. The Operating Partnership intends to launch a make-whole redemption of any 2016 Notes not tendered by the Early Tender Date, following the later of the Early Tender Date and receipt of requisite consents pursuant to the Consent Solicitations ("Consents").

Payments for Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date for such Securities accepted for purchase. The settlement date for Securities that are validly tendered on or prior to the Early Tender Date is expected to be February 1, 2016, one business day following the scheduled Tender Offer Price Determination Date (the "Early Settlement Date"). The settlement date for the Securities that are validly tendered following the Early Tender Date but on or prior to the Expiration Date is expected to be February 12, 2016, one business day following the scheduled Expiration Date (the "Final Settlement Date"), assuming all of the 2016 Notes and the Maximum Tender Amount are not purchased on the Early Settlement Date.

Subject to the Maximum Tender Amount and the Tender Caps, all Securities validly tendered and not validly withdrawn on or before the Early Tender Date having a higher Acceptance Priority Level set forth in the second table above will be accepted before any tendered Securities having a lower Acceptance Priority Level, and all Securities validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Securities tendered after the Early Tender Date having a lower Acceptance Priority Level. If the Tender Offers are not fully subscribed as of the Early Tender Date, subject to the Maximum Tender Amount and the Tender Caps, Securities validly tendered and not validly withdrawn on or before the Early Tender Date will be accepted for purchase in priority to any Securities tendered after the Early Tender Date even if such Securities tendered after the Early Tender Date have a higher Acceptance Priority Level than Securities tendered prior to the Early Tender Date.

Securities of a series may be subject to proration if the aggregate principal amount of the Securities of such series validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded, and the Capped Notes may be subject to proration if the aggregate principal amount of such Capped Notes validly tendered and not validly withdrawn is greater than the Tender Caps. Furthermore, if the Tender Offers are fully subscribed as of the Early Tender Date, holders who validly tender Securities following the Early Tender Date will not have any of their Securities accepted for payment.

The Operating Partnership's obligation to accept for payment and to pay for the Securities validly tendered in the Tender Offers is subject to the satisfaction or waiver of the condition that the Operating Partnership must have received cash sale proceeds of no less than $5.0 billion from its previously announced agreement to sell a multi-state portfolio of multifamily assets to one or more controlled affiliates of Starwood Capital Group, and the general conditions described in the Offer to Purchase. There can be no assurance that any of these conditions, including the sale condition, will be satisfied. The Operating Partnership reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offers and Consent Solicitations; (ii) extend or terminate the Tender Offers and the Consent Solicitations; (iii) increase or decrease the Maximum Tender Amount and/or increase, decrease or eliminate the Tender Caps; or (iv) otherwise amend the Tender Offers and the Consent Solicitations in any respect.

Only registered holders of Securities are entitled to tender Securities pursuant to the Tender Offers and deliver the applicable related Consents. A beneficial owner of Securities that are held of record by a custodian bank, broker, dealer, commercial bank, trust company or other nominee must contact the nominee and request that such nominee tender such Securities and deliver the applicable related Consents on the beneficial owner’s behalf prior to the Expiration Date, the Early Tender Date or the Consent Expiration Date, as applicable.

Information Relating to the Tender Offers and Consent Solicitations

The Offer to Purchase is being distributed to holders beginning today. J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are the dealer managers for the Tender Offers and solicitation agents for the Consent Solicitations. Investors with questions regarding the Tender Offers and Consent Solicitations may contact J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3424 (collect) or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Global Bondholder Services Corporation is the tender agent and information agent for the Tender Offers and Consent Solicitations and can be contacted at (866) 470-3800 (toll-free) or (212) 430-3774 (collect).

None of the Operating Partnership, its general partner or other affiliates, its general partner’s board of trustees, the dealer managers, the tender agent and information agent or the trustee is making any recommendation as to whether holders should tender any Securities or deliver any Consents in response to any of the Tender Offers or the Consent Solicitations, and neither the Operating Partnership nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to deliver the applicable related Consents or tender any of their Securities, and, if so, the principal amount of Securities as to which action is being taken.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities. The full details of the Tender Offers and Consent Solicitations for the Securities, including instructions on how to tender Securities and deliver Consents, will be included in the Offer Materials. Holders are strongly encouraged to read carefully the Offer Materials and materials the Operating Partnership has filed with the Securities and Exchange Commission and incorporated by reference therein, because they contain important information.

Holders may obtain a copy of the Offer Materials, free of charge, from Global Bondholder Services Corporation, the tender agent and information agent in connection with the Tender Offers and Consent Solicitations, by calling toll-free at (866) 470-3800 (bankers and brokers can call collect at (212) 430-3774). Holders are urged to carefully read these materials prior to making any decisions with respect to the Tender Offers and Consent Solicitations.

About Equity Residential

Equity Residential is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top U.S. growth markets. As of December 31, 2015, Equity Residential owns or has investments in 394 properties consisting of 109,652 apartment units. For more information on Equity Residential, please visit our website at www.equityapartments.com.

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements and information within the meaning of the federal securities laws, including, without limitation, the anticipated completion of the asset sale described herein and the anticipated timing of the Offer. These statements are based on current expectations, estimates, projections and assumptions made by management. While Equity Residential’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, including, without limitation, changes in general market conditions, including the rate of job growth and cost of labor and construction material, the level of new multifamily construction and development, competition and local government regulation. Other risks and uncertainties are described under the heading “Risk Factors” in the Operating Partnership’s Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC) and are available on the SEC’s website, www.sec.gov. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Forward-looking statements are not guarantees of future performance, results or events. Equity Residential assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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Equity Residential
Marty McKenna, (312) 928-1901

Source: Equity Residential