Item 8.01. Other Events.

On May 17, 2021, Essex Property Trust, Inc. (the "Company") and Essex Portfolio, L.P. (the "Operating Partnership") entered into an underwriting agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the "Underwriters"), in connection with the public offering by the Operating Partnership of $300.0 million aggregate principal amount of the Operating Partnership's 2.550% senior notes due 2031 (the "Notes"). The Notes will be fully and unconditionally guaranteed by the Company. The press release announcing the pricing of the Notes is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Operating Partnership intends to use the net proceeds of the Notes offering to repay upcoming debt maturities, including to fund the redemption of $300.0 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.

Neither the press release nor this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the full text of the Underwriting Agreement, which is being filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description

  1.1         Underwriting Agreement, dated May 17, 2021, among Essex Portfolio,
              L.P., Essex Property Trust, Inc., and Wells Fargo Securities, LLC,
              Citigroup Global Markets Inc., J.P. Morgan Securities LLC and U.S.
              Bancorp Investments, Inc., as representatives of the Underwriters.

  99.1        Press release issued by Essex Property Trust, Inc. on May 17, 2021.

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

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