PROSPECTUS
EQUITY RESIDENTIAL
Common Shares
Preferred
Shares
Depositary Shares
Warrants
Share Purchase
Contracts
Guarantees
ERP OPERATING LIMITED PARTNERSHIP
ERP Debt Securities
From
time to time Equity Residential or selling security holders (Selling Security Holders) of Equity Residential may offer (i) common shares of beneficial interest, $0.01 par value per share (Common Shares), (ii) preferred
shares of beneficial interest, $0.01 par value per share (Preferred Shares), (iii) fractional Preferred Shares represented by depositary shares (Depositary Shares), (iv) warrants to purchase Common Shares or Preferred
Shares (Warrants), (v) share purchase contracts (Share Purchase Contracts), and (vi) guarantees of debt securities of ERP Operating Limited Partnership. The Common Shares, Preferred Shares, Depositary Shares, Warrants,
Share Purchase Contracts and guarantees of debt securities of ERP Operating Limited Partnership (collectively, the EQR Securities) may be offered, separately or together, in separate series (with respect to Preferred Shares and
Depositary Shares), in amounts, at prices and on terms to be described in one or more supplements to this prospectus.
From time to time
ERP Operating Limited Partnership may offer unsecured senior or subordinated debt securities (ERP Debt Securities and, together with the EQR Securities, the Securities), in amounts, at prices and on terms to be described in
one or more supplements to this prospectus.
When we or Selling Security Holders decide to offer the Securities, we will prepare a
prospectus supplement describing the offering and the particular terms of the Securities we or Selling Security Holders are selling, which terms will include, among other things: (i) in the case of Common Shares, any initial public offering
price; (ii) in the case of Preferred Shares, the specific title and stated value, any distribution, liquidation, redemption, conversion, voting and other rights, and any initial public offering price; and (iii) in the case of Depositary
Shares, the fractional Preferred Shares represented by each Depositary Share and the applicable terms of those Preferred Shares. In addition, such specific terms may include limitations on direct or beneficial ownership and restrictions on transfer
of the Securities, in each case as may be appropriate to assist in maintaining Equity Residentials status as a real estate investment trust (a REIT) for federal income tax purposes. Any prospectus supplement describing the offering
and the particular terms of debt securities will include, among other things:
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The issuer of the debt securities,
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The specific title of the debt securities,
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The amount of the offering and the offering price,
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The form of the debt securities (which may be registered or bearer, certificated or global),
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The denominations in which the debt securities may be offered,
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The rate of interest (or manner of calculation thereof) and date of payment of interest,
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Any applicable terms for redemption (at our option) or repayment (at your option),
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Terms for any sinking fund payments,
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The exchanges upon which we intend to apply to list the debt securities, if any.
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The applicable prospectus supplement also will contain information, where applicable, about the material U.S. federal income tax
considerations relating to, and any listing on a securities exchange of, the Securities covered by such prospectus supplement, not contained in this prospectus.
The Securities may be offered directly or by Selling Security Holders, through agents designated from time to time by us, or to or through
underwriters or dealers. If any agents or underwriters are involved in the sale of any of the Securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will
be calculable from the information set forth, in an accompanying prospectus supplement. See Plan of Distribution. No Securities may be sold without delivery of a prospectus supplement describing the method and terms of the offering of
such Securities.
You should read this prospectus and any prospectus supplement carefully before you make an investment in our Securities.
The Common Shares are listed on the New York Stock Exchange under the symbol EQR.
Our principal executive offices are located at Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606 and our telephone number is
(312) 474-1300.
Investing in our Securities involves risks. Before buying our Securities, you
should read and consider the risk factors included in our periodic reports, in the prospectus supplements or any free writing prospectus relating to any specific offering, and in other information that we file with the Securities and Exchange
Commission. See Where You Can Find More Information About Us and Special Note Regarding Forward-Looking Statements.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this
prospectus is June 5, 2019.