Send us Feedback

EQUITY RESIDENTIAL (EQR)
Analysis
SUMMARY
BULLS
BEARS
TOPICS
Data
DATA CENTRAL
STOCK CHART
Financials
SEC FILINGS
BALANCE
INCOME
CASH FLOW

EQR » Topics » Amendment and Restatement of Agreement of Limited Partnership

This excerpt taken from the EQR 8-K filed Mar 18, 2009.

Amendment and Restatement of Agreement of Limited Partnership

On March 12, 2009, Equity Residential (the “Company”), in its capacity as the sole general partner of ERP Operating Limited Partnership (the “Partnership”), after having received the required approval of the limited partners of the Partnership (“Limited Partner Approval”) pursuant to its Consent Solicitation dated February 6, 2009 (as filed with the Securities and Exchange Commission), entered into the Sixth Amended and Restated ERP Operating Limited Partnership Agreement of Limited Partnership (the “Restated Partnership Agreement”). The Restated Partnership Agreement was amended primarily to add provisions authorizing the Partnership to issue, under the Company’s long-term incentive compensation plan, a class of partnership interests, known as long-term incentive plan units or LTIP Units, to officers of the Company as an alternative to the Company’s restricted shares. LTIP Units are a class of units that under certain conditions, including vesting, are convertible by the holder into an equal number of operating partnership units (“OP Units”) of the Partnership, which are redeemable by the holder for Company common shares on a one-for-one basis or the cash value of such shares, at the Company’s option.

In December 2008, the Company’s 2002 Share Incentive Plan was amended to specifically allow for the issuance of LTIP Units. The Company was advised by the New York Stock Exchange (NYSE) that no shareholder approval of the share incentive plan amendment was required under the rules of the NYSE. In connection with the February 2009 grant of long-term incentive compensation for services provided during 2008, the Company offered its officers a choice, on a one-for-one basis, between restricted shares and LTIP Units, conditioned upon the receipt of the Limited Partner Approval.

The principal amendments made pursuant to the Restated Partnership Agreement include:

 

  •  

the authorization of the creation and issuance of LTIP Units in one or more classes or series (Section 3.2);

  •  

a provision for allocation of net profits and net losses to LTIP Units (including, without limitation, a special allocation of gain upon “book-up events” (Section 7.3(I));

  •  

a provision for the reconciliation of capital account disparities that may arise from time to time as a result of issuances of securities or contributions of properties to the Partnership (Sections 7.1 and 7.2(A));

  •  

a provision for allocation of losses to holders of preferred units (Sections 7.1(B) and 7.2(D)); and

  •  

a provision for the reconciliation of capital account disparities upon the issuance of OP Units as a result of the conversion of convertible preferred units (Section 7.3(J)).

The foregoing summary is qualified in its entirety by reference to the copy of the Restated Partnership Agreement attached hereto as Exhibit 10.1, and incorporated herein by reference, and to the February 6, 2009 Consent Solicitation.

 

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki