PROSPECTUS SUPPLEMENT
(To Prospectus dated June 5, 2019)
13,000,000 COMMON SHARES
We have entered into a distribution agreement, dated June 6, 2019 (the Distribution Agreement), with J.P. Morgan Securities
LLC (J.P. Morgan),
Barclays Capital Inc. (Barclays), BofA Securities, Inc. (BofA), BNY Mellon Capital Markets, LLC (BNYMCM), Morgan Stanley & Co. LLC (Morgan Stanley), MUFG
Securities Americas Inc. (MUFG), Scotia Capital (USA) Inc. (Scotiabank) and UBS Securities LLC (UBS) (and certain of their respective affiliates), acting in their capacity as Sales Agents (as defined below), as
Forward Sellers (as defined below) or as Forward Purchasers (as defined below), relating to offers and sales of our common shares of beneficial interest, $0.01 par value (the Common Shares). In accordance with the terms of the
Distribution Agreement, we may offer and sell up to an aggregate of 13,000,000 Common Shares from time to time through the Sales Agents and/or Forward Sellers, as our agents for the offer and sale of the Common Shares. The Common Shares offered by
this prospectus supplement consist of 13,000,000 Common Shares previously registered but unsold under a prospectus supplement dated June 29, 2016 to the prospectus dated June 28, 2016.
We refer to the above entities, when acting in their capacity as sales agents, individually as a Sales Agent and collectively as
Sales Agents. We refer to the above entities, when acting as agents for Forward Purchasers, individually as a Forward Seller and collectively as Forward Sellers. Sales of Common Shares, if any, under this
prospectus supplement and the accompanying prospectus may be made in negotiated transactions, which may include block trades, or by means of ordinary brokers transactions that meet the definition of at the market offerings as
defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the Securities Act), including sales made directly on the New York Stock Exchange (NYSE) or sales made to or through a market maker or through an
electronic communications network, or such other sales as shall be agreed by us and the applicable Sales Agent or the applicable Forward Seller, as the case may be, in writing.
The Distribution Agreement provides that, in addition to the issuance and sale of Common Shares by us through the Sales Agents, we also may
enter into forward sale agreements under a separate master forward sale agreement and related supplemental confirmations between us and a Forward Seller or its affiliate. We refer to these entities, when acting in this capacity, individually as a
Forward Purchaser and collectively as Forward Purchasers. In connection with each particular forward sale agreement, the relevant Forward Purchaser (or an affiliate thereof) will borrow from third parties and, through the
relevant Forward Seller, sell a number of Common Shares equal to the number of Common Shares underlying the particular forward sale agreement.
We will not initially receive any proceeds from the sale of borrowed Common Shares by a Forward Seller. We expect to fully physically settle
each particular forward sale agreement with the relevant Forward Purchaser or its affiliate on one or more dates specified by us on or prior to the maturity date of that particular forward sale agreement, in which case we expect to receive aggregate
net cash proceeds at settlement equal to the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, we may also elect to cash settle or net share settle a particular forward sale
agreement, in which case we may not receive any proceeds from the issuance of shares, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver Common Shares (in the case of net share settlement).
The Common Shares will be offered at market prices prevailing at the time of sale. Each respective Sales Agent will be entitled to
compensation not to exceed 2.0% of the gross sales price of all Common Shares sold through it. In connection with each forward sale, we will pay the relevant Forward Seller, in the form of a reduced initial forward sale price under the related
forward sale agreement with the related Forward Purchaser, commissions at a mutually agreed rate that shall not be more than 2.0% of the gross sales price of all borrowed Common Shares sold by it as a Forward Seller. Each of the Sales Agents and/or
the Forward Sellers may be deemed an underwriter within the meaning of the Securities Act, and the compensation paid to the Sales Agents or the Forward Sellers in the form of a reduced initial forward sale price under the related forward
sale agreements between us and the related Forward Purchaser may be deemed to be underwriting discounts or commissions.
We may also sell
Common Shares to a Sales Agent as principal for its own account at a price agreed upon at the time of sale.
If a Sales Agent or Forward
Seller engages in special selling efforts, as that term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act), the Sales Agent or Forward Seller, as applicable, will receive from us a
commission to be agreed upon at the time of sale.
Our Common Shares are listed on the NYSE under the symbol EQR. On
June 5, 2019, the last reported sale price of our Common Shares on the NYSE was $77.25 per share.
To assist us in continuing to
qualify as a real estate investment trust for federal income tax purposes, among other purposes, our charter imposes certain restrictions on the ownership of our Common Shares. See Description of Equity Residential Securities in the
accompanying prospectus.
Investing in our Common Shares involves risks. See
Risk Factors
beginning on
page S-4
of this prospectus supplement, as well as the risk factors under the heading Risk Factors beginning on page 8 of our Annual Report on Form
10-K
for
the year ended December 31, 2018, which is incorporated herein by reference, as well as additional risks that may be described in future reports or information that we file with the Securities and Exchange Commission, including our Quarterly
Reports on Form
10-Q,
which are incorporated herein by reference.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
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J.P. Morgan
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Barclays
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BofA
Merrill
Lynch
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BNY Mellon
Capital
Markets,
LLC
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Morgan Stanley
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MUFG
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Scotiabank
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UBS Investment Bank
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Prospectus Supplement dated June 6, 2019