00009061070001364169falsefalsetrue 0000906107 2023-05-18 2023-05-18 0000906107 eqr:ErpOperatingLimitedPartnershipMember 2023-05-18 2023-05-18 0000906107 eqr:ErpOperatingLimitedPartnershipMember eqr:SevenPointFiveSevenPercentNotesDueAugustFifteenTwoThousandTwentySixMember 2023-05-18 2023-05-18
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 18, 2023
 
 
EQUITY RESIDENTIAL
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Maryland
  
1-12252
  
13-3675988
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
 
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Illinois
  
0-24920
  
36-3894853
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
Two North Riverside Plaza
Chicago, Illinois
  
60606
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (312)
474-1300
Not applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Shares of Beneficial Interest, $0.01 Par Value (Equity Residential)   EQR   New York Stock Exchange
7.57% Notes due August 15, 2026
(ERP Operating Limited Partnership)
   N/A   New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
 
 
 
Item 8.01
Other Events.
On May 18, 2023, Equity Residential (the “Company”) announced with profound sadness that Samuel Zell, its Founder and Chairman of the Board of Trustees, had passed away earlier that same day. David J. Neithercut, the Company’s former Chief Executive Officer and a member of the Company’s Board of Trustees since 2006, has been appointed as Chairman.
A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Forward-Looking Statements
In addition to historical information, this Current Report on Form 8-K includes forward-looking statements and information within the meaning of the federal securities laws regarding the Company. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. 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, government regulations (such as eviction moratoriums) and competition. These and other risks and uncertainties are described under the heading “Risk Factors” in our Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC) and available on our website, www.equityapartments.com. 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.
 
Item 9.01
Financial Statements and Exhibits.
(d)    Exhibits.
 
Exhibit
Number
   
Description
   
99.1    Press Release dated May 18, 2023.
   
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
EQUITY RESIDENTIAL
    
       
Date: May 18, 2023   By:  
/s/ Scott J. Fenster
    
    Name:   Scott J. Fenster    
    Its:   Executive Vice President, General Counsel and Corporate Secretary    
 
   
ERP OPERATING LIMITED PARTNERSHIP
     
    By:   Equity Residential, its general partner
       
Date: May 18, 2023       By:  
/s/ Scott J. Fenster
        Name:   Scott J. Fenster
        Its:  
Executive Vice President, General Counsel
and Corporate Secretary