Item 1.01 Entry Into a Material Definitive Agreement.

On June 1, 2021, Essex Portfolio, L.P. (the "Operating Partnership"), the operating partnership of Essex Property Trust, Inc. (the "Company"), issued $300 million aggregate principal amount of its 2.550% senior notes due 2031 (the "Notes").

The terms of the Notes are governed by an indenture, dated June 1, 2021 (the "Indenture"), among the Operating Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee. The Indenture contains various restrictive covenants, including limitations on the Operating Partnership's ability to consummate a merger, consolidation or sale of all or substantially all of its assets and limitations on its ability to incur additional secured and unsecured indebtedness. A copy of the Indenture, including the form of the Notes and guarantee of the Notes by the Company, the terms of which are incorporated herein by reference, is attached as Exhibit 4.1 to this report. See Item 2.03 below for additional information.

The net proceeds from the issuance of the Notes will be approximately $295.9 million, after deducting the underwriting discount and estimated offering expenses. The Operating Partnership intends to use the net proceeds of this offering to repay upcoming debt maturities, including to fund the redemption of $300 million aggregate principal amount (plus the make-whole amount and accrued and unpaid interest) of its outstanding 3.375% senior unsecured notes due January 2023, and for other general corporate and working capital purposes.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

On June 1, 2021, the Operating Partnership issued $300 million aggregate principal amount of Notes. The Operating Partnership offered the Notes at 99.367% of the principal amount thereof. The Notes are general unsecured senior obligations of the Operating Partnership and will rank equally in right of payment with all other senior unsecured obligations of the Operating Partnership. However, the Notes are effectively subordinated in right of payment to all of the Operating Partnership's existing and future secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future secured and unsecured liabilities and preferred equity of the Operating Partnership's subsidiaries, including guarantees by the Operating Partnership's subsidiaries of the Operating Partnership's other indebtedness. The Notes bear interest at 2.550% per annum. Interest is payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2021, until the maturity date of June 15, 2031. The Operating Partnership's obligations under the Notes are fully and unconditionally guaranteed by the Company.

Prior to March 15, 2031, the Notes will be redeemable in whole at any time or in part from time to time, at the Operating Partnership's option and in its sole discretion, at a redemption price equal to the greater of:

• 100% of the principal amount of the Notes being redeemed; or

• the sum of the present values of the remaining scheduled payments of principal


   and interest on the Notes to be redeemed that would be due if such Notes
   matured on March 15, 2031 but for the redemption (not including any portion of
   such payments of interest accrued as of the redemption date) discounted to the
   redemption date on a semi-annual basis at the Adjusted Treasury Rate (as
   defined in the Indenture) plus 15 basis points,

plus, in each case, accrued and unpaid interest thereon to, but excluding, the applicable redemption date; however, if a redemption date falls after a record date and on or prior to the corresponding interest payment date, the Operating Partnership will pay the full amount of accrued and unpaid interest and premium, if any, due on such interest payment date to the holder of record at the close of business on the corresponding record date.

Notwithstanding the foregoing, if the Notes are redeemed on or after March 15, 2031, the redemption price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

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Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:

• default for 30 days in the payment of any installment of interest under the

Notes;

• default in the payment of the principal amount or redemption price due with

respect to the Notes, when the same becomes due and payable;

• the failure by the Operating Partnership or the Company to comply with any of


   its other agreements contained in the Notes or the Indenture upon receipt by it
   of notice of such default by the trustee or by holders of not less than 25% in
   aggregate principal amount of the Notes then outstanding and the failure by the
   Operating Partnership or the Company to cure (or obtain a waiver of) such
   default within 60 days after it receives such notice;

• failure to pay any recourse indebtedness for money borrowed or guaranteed by


   the Operating Partnership or the Company in an outstanding principal amount in
   excess of $50.0 million at final maturity or upon acceleration after the
   expiration of any applicable grace period, which indebtedness is not
   discharged, or such default in payment or acceleration is not cured or
   rescinded, within 30 days after written notice to the Operating Partnership
   from the trustee (or to the Operating Partnership and the trustee from holders
   of at least 25% in principal amount of the outstanding notes); or

• certain events of bankruptcy, insolvency or reorganization, or court


   appointment of a receiver, liquidator or trustee of the Operating Partnership,
   the Company or any subsidiary in which the Operating Partnership has invested
   at least $50.0 million in capital or any substantial part of their respective
   property.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by the full text of the Indenture, including the form of the Notes and guarantee of the Notes by the Company, which is being filed herewith as Exhibit 4.1 and the terms of which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.

Exhibit No.   Description

  4.1         Indenture, dated June 1, 2021, by and among Essex Portfolio, L.P.,
              Essex Property Trust, Inc., and U.S. Bank National Association, as
              trustee, including the form of 2.550% Senior Notes due 2031 and the
              guarantee thereof.

  5.1         Opinion of Latham & Watkins LLP.

  5.2         Opinion of Venable LLP.

  23.1        Consent of Latham & Watkins LLP (included in Exhibit 5.1).

  23.2        Consent of Venable LLP (included in Exhibit 5.2).

104           Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document.

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