# ERP OPERATING LTD PARTNERSHIP — merger [pending]
Source: SEC API (secapi.ai) · situation sit_d5c2954d95cdf126515d · retrieved 2026-08-11T16:12:00.860Z

## Overview
ERP Operating Limited Partnership is the operating partnership of Equity Residential, a Maryland real estate investment trust that owns and operates apartment communities.

On August 4, 2026, ERP Operating Limited Partnership agreed to issue $600,000,000 aggregate principal amount of 4.950% Notes due October 1, 2031 and $400,000,000 aggregate principal amount of 5.450% Notes due October 1, 2036 in a public offering. The notes were sold pursuant to a Terms Agreement dated August 4, 2026, with Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC as representatives of the underwriting syndicate. Settlement was scheduled for August 6, 2026 (T+2).

## Terms
- Counterparty: Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and other underwriters · Deal value: $25.50B · Consideration: cash · Stake: 51% · Price/share: $190.29

## Key dates
- Announced 2026-07-31 · Expected close 2026-08-06

## Timeline
- 2026-07-31 · 8-K (0001193125-26-328612): 8-K - ERP OPERATING LTD PARTNERSHIP — *The Company, a member of the S&P 500, owns and manages rental properties in dynamic metro areas across the U.S. ERP Operating Limited Partnership ("ERPOP") is focused on conducting the multifamily property business of EQR.* On May 20, 2026, AvalonBay Communities, Inc., Equity Residential, ERP Operating Limited Partnership, and Canopy Merger Sub LLC entered into an Agreement and Plan of Merger. Under the merger agreement, each outstanding share of AvalonBay Common Stock will be converted into the right to receive 2.793 Equity Residential Common Shares. The estimated aggregate consideration is approximately $25.5 billion based on AvalonBay's closing stock price of $190.29 on July 15, 2026. Following completion, legacy AvalonBay stockholders are expected to own approximately 51% and legacy Equity Residential shareholders approximately 49% of the combined company. Although Equity Residential is the legal acquirer, AvalonBay is treated as the accounting acquirer. The parties expect to complete the merger in the second half of 2026.
  https://www.sec.gov/Archives/edgar/data/931182/0001193125-26-328612.txt
- 2026-08-06 · 8-K (0001193125-26-336170): 8-K - ERP OPERATING LTD PARTNERSHIP — *ERP Operating Limited Partnership is the operating partnership of Equity Residential, a Maryland real estate investment trust that owns and operates apartment communities.* On August 4, 2026, ERP Operating Limited Partnership agreed to issue $600,000,000 aggregate principal amount of 4.950% Notes due October 1, 2031 and $400,000,000 aggregate principal amount of 5.450% Notes due October 1, 2036 in a public offering. The notes were sold pursuant to a Terms Agreement dated August 4, 2026, with Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC as representatives of the underwriting syndicate. Settlement was scheduled for August 6, 2026 (T+2).
  https://www.sec.gov/Archives/edgar/data/931182/0001193125-26-336170.txt

## Citations
- 0001193125-26-328612 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526328612
- 0001193125-26-336170 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526336170