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EQR » Topics » ERP OPERATING LIMITED PARTNERSHIP

These excerpts taken from the EQR 8-K filed Mar 18, 2009.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

 

Illinois

(State or other jurisdiction

of incorporation or organization)

  

0-24920

(Commission File Number)

  

36-3894853

(I.R.S. Employer

Identification Number)

 

Two North Riverside Plaza

Suite 400, Chicago, Illinois

(Address of principal executive

offices)

  

60606

(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 14-d(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))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

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.

 

ERP OPERATING LIMITED PARTNERSHIP

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) has been executed and delivered as of the 12th day of March, 2009, by Equity Residential (the “General Partner” or the “Company”), a Maryland real estate investment trust, pursuant to Section 16 hereof, for itself and on behalf of those partnerships identified on Schedule A to this Agreement (each a “Zell Partner” and collectively, the “Zell Partners”); those entities identified on Schedule B to this Agreement (each a “Starwood Partner” and collectively, the “Starwood Partners”); and to the extent not included in Schedule A or B those additional persons and entities holding Partnership Interests (as hereinafter defined) in the Partnership from time to time as recorded in the books and records maintained by the General Partner (the “Additional Partners”) (the General Partner, the Zell Partners, the Starwood Partners and the Additional Partners, being each a “Partner” and collectively, the “Partners”).

This excerpt taken from the EQR 8-K filed Jan 4, 2008.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

 

Illinois

 

0-24920

 

36-3894853

(State or other jurisdiction
of incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

Two North Riverside Plaza, Suite 400
Chicago, Illinois

 

60606

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (312) 474-1300

 

This excerpt taken from the EQR 8-K filed Oct 31, 2007.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

 

Illinois

 

0-24920

 

36-3894853

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation or organization

 

 

 

Identification Number)

 

 

Two North Riverside Plaza

 

60606

Suite 400, Chicago, Illinois

 

(Zip Code)

(Address of principal executive offices)

 

 

 

Registrant’s telephone number, including area code (312) 474-1300

 

 

This excerpt taken from the EQR 8-K filed Oct 11, 2007.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

 

Illinois

 

0-24920

 

36-3894853

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation or organization

 

 

 

Identification Number)

 

This excerpt taken from the EQR 8-K filed Oct 3, 2007.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Illinois

0-24920

36-3894853

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

 

 

 

Two North Riverside Plaza
Suite 400, 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):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14-d(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



This excerpt taken from the EQR 8-K filed Sep 6, 2007.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Illinois

 

0-24920

 

36-3894853

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation or organization)

 

 

 

Identification Number)

 

This excerpt taken from the EQR 8-K filed May 10, 2007.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Illinois

 

0-24920

 

36-3894853

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation or organization

 

 

 

Identification Number)

 

This excerpt taken from the EQR 8-K filed Mar 6, 2007.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Illinois

 

0-24920

 

36-3894853

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation or organization)

 

File Number)

 

Identification No.)

 

Two North Riverside Plaza, Suite 400

 

Chicago, Illinois

60606

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (312) 474-1300

This excerpt taken from the EQR 8-K filed Nov 22, 2006.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

 

Illinois

 

0-24920

 

36-3894853

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation or organization)

 

 

 

Identification Number)

 

This excerpt taken from the EQR 8-K filed Oct 5, 2006.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

 

Illinois

0-24920

36-3894853

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation or organization)

 

Identification Number)

 

 

 

 

 

 

EQUITY RESIDENTIAL

(Exact name of registrant as specified in its charter)

 

 

 

Maryland

1-12252

13-3675988

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation or organization)

 

Identification Number)

 

 

 

 

 

 

Two North Riverside Plaza

 

Suite 400, Chicago, Illinois

60606

(Address of principal executive
offices)

(Zip Code)

 

Registrant’s telephone number, including area code (312) 474-1300

 

 

This excerpt taken from the EQR 8-K filed Sep 15, 2006.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

 

Illinois
(State or other jurisdiction
of incorporation or organization)

0-24920
(Commission File Number)

36-3894853
(I.R.S. Employer
Identification Number)

 

This excerpt taken from the EQR 8-K filed Sep 15, 2006.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Illinois

 

0-24920

 

36-3894853

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation or organization)

 

 

 

Identification Number)

This excerpt taken from the EQR 8-K filed Jul 11, 2006.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Illinois
(State or other jurisdiction
of incorporation or organization

0-24920
(Commission File Number)

36-3894853
(I.R.S. Employer
Identification Number)

 

This excerpt taken from the EQR 8-K filed Jun 29, 2006.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Illinois

0-24920

36-3894853

(State or other jurisdiction
of incorporation or organization)

(Commission File Number)

(I.R.S. Employer
Identification Number)

 

This excerpt taken from the EQR 8-K filed Jun 20, 2006.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Illinois

0-24920

36-3894853

(State or other jurisdiction
of incorporation or organization)

(Commission File Number)

(I.R.S. Employer
Identification Number)

 

 

 

Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606

(Address of principal executive offices)

 

Registrant’s telephone number: (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):

o               Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o               Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o               Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o               Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



This excerpt taken from the EQR 8-K filed Mar 7, 2006.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

 

Illinois

 

0-24920

 

36-3894853

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation or organization)

 

File Number)

 

Identification No.)

 

 

 

 

 

Two North Riverside Plaza, Suite 400

 

 

Chicago, Illinois

 

60606

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

This excerpt taken from the EQR 8-K filed Jan 5, 2006.

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

 

Illinois

 

0-24920

 

36-3894853

(State or other jurisdiction
of incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

Two North Riverside Plaza, Suite 400
Chicago, Illinois

 

60606

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Mar 18, 2009
8-K
Jan 4, 2008
8-K
Oct 31, 2007
8-K
Oct 11, 2007
8-K
Oct 3, 2007
8-K
Sep 6, 2007
8-K
May 10, 2007
8-K
Mar 6, 2007
8-K
Nov 22, 2006
8-K
Oct 5, 2006
8-K
Sep 15, 2006
8-K
Sep 15, 2006
8-K
Jul 11, 2006
8-K
Jun 29, 2006
8-K
Jun 20, 2006
8-K
Mar 7, 2006
8-K
Jan 5, 2006

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