Equity Residential Announces Pricing of Pending Cash Tender Offers for Certain Outstanding Debt Securities

Equity Residential (NYSE: EQR) announced today that its operating partnership subsidiary, ERP Operating Limited Partnership (the “Operating Partnership”), has determined the pricing of its previously announced tender offers (the “Tender Offers”) to purchase for cash certain debt securities listed in the tables below (collectively, the “Securities” and each, a “series” of Securities). The Tender Offers commenced on January 14, 2016 together with solicitations of consents (the “Consent Solicitations” and, together with the Tender Offers, the “Offer”) to amend the indenture governing the 5.125% Notes due 2016 (the “5.125% Notes”) and the 5.375% Notes due 2016 (the “5.375% Notes,” and collectively, the “2016 Notes”) to alter the notice requirements for optional redemption with respect to each such series of Securities. The Tender Offers will expire February 11, 2016, at 11:59 p.m. New York City time, unless extended (such date and time, as the same may be extended, the “Expiration Date”). The Tender Offers are being made solely pursuant to and are subject to the terms and conditions set forth in the Operating Partnership’s offer to purchase and consent solicitation statement (the “Offer to Purchase”), dated January 14, 2016, and a related Consent and Letter of Transmittal (together, the “Offer Materials”), which sets forth a more detailed description of the terms of the Offer.

The tables below set forth the Total Consideration for each series of Securities. The reference yields listed in the table below are based on the bid-sale price of the applicable reference security listed in the table below at 2:00 p.m., New York City time, today (the “Tender Offer Price Determination Date”), as described in the Offer to Purchase.

The consideration to be paid in the Tender Offers for Securities of each series that were validly tendered on or prior to the Early Tender Date (as defined below) and accepted for purchase was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to maturity of the applicable U.S. Treasury Security, each as specified in the table above (the "Total Consideration"). Holders of Securities that were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on January 28, 2016 (the "Early Tender Date") and accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of the Securities accepted for purchase (the "Early Tender Premium").

Holders of Securities who validly tender their Securities following the Early Tender Date and on or prior to the Expiration Date will only receive the applicable "Tender Offer Consideration" per $1,000 principal amount of any such Securities tendered by such holders that are accepted for purchase, which is an amount equal to the applicable Total Consideration minus the Early Tender Premium. The Operating Partnership intends to launch a make-whole redemption of any 5.375% Notes that were not tendered by the Early Tender Date.

Payments for Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date for such Securities accepted for purchase. The settlement date for Securities that were validly tendered on or prior to the Early Tender Date is expected to be February 1, 2016 (the "Early Settlement Date"). The settlement date for the Securities that are validly tendered following the Early Tender Date but on or prior to the Expiration Date is expected to be February 12, 2016, one business day following the scheduled Expiration Date (the "Final Settlement Date”).

Subject to the “Maximum Tender Amount” of $600,000,000 and the Tender Caps identified in the second table above, all Securities validly tendered and not validly withdrawn on or before the Early Tender Date having a higher Acceptance Priority Level set forth in the second table above will be accepted before any tendered Securities having a lower Acceptance Priority Level. As the Tender Offers for the series of Securities subject to the Maximum Tender Amount (the “Maximum Tender Offers”) were over-subscribed at the Early Tender Date, it is expected that, subject to the priorities, proration rules, and Tender Caps applicable to the Maximum Tender Offers, only Securities validly tendered pursuant to the Maximum Tender Offers and not validly withdrawn as of such date will be purchased in accordance with the terms of the Maximum Tender Offers, and that no Securities tendered after the Early Tender Date will be purchased in the Maximum Tender Offers.

Securities of a series may be subject to proration if the aggregate principal amount of the Securities of such series validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded, and the Securities subject to the Tender Caps (the “Capped Notes”) may be subject to proration if the aggregate principal amount of such Capped Notes validly tendered and not validly withdrawn is greater than the Tender Caps.

The Operating Partnership's obligation to accept for payment and to pay for the Securities validly tendered in the Tender Offers was subject to the satisfaction or waiver of the condition that the Operating Partnership must have received cash sale proceeds of no less than $5.0 billion from its previously announced agreement to sell a multi-state portfolio of multifamily assets to one or more controlled affiliates of Starwood Capital Group, which was satisfied on January 26, 2016, and remains subject to the general conditions described in the Offer to Purchase. The Operating Partnership also reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offers and Consent Solicitations; (ii) extend or terminate the Tender Offers and the Consent Solicitations; (iii) increase or decrease the Maximum Tender Amount and/or increase, decrease or eliminate the Tender Caps; or (iv) otherwise amend the Tender Offers and the Consent Solicitations in any respect.

J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are the dealer managers for the Tender Offers and solicitation agents for the Consent Solicitations. Investors with questions regarding the Tender Offers and Consent Solicitations may contact J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3424 (collect) or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Global Bondholder Services Corporation is the tender agent and information agent for the Tender Offers and Consent Solicitations and can be contacted at (866) 470-3800 (toll-free) or (212) 430-3774 (collect).

None of the Operating Partnership, its general partner or other affiliates, its general partner’s board of trustees, the dealer managers, the tender agent and information agent or the trustee is making any recommendation as to whether holders should tender any Securities or deliver any consents in response to any of the Tender Offers or the Consent Solicitations, and neither the Operating Partnership nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to deliver the applicable related consents or tender any of their Securities, and, if so, the principal amount of Securities as to which action is to be taken.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities. The full details of the Tender Offers and Consent Solicitations for the Securities, including instructions on how to tender Securities and deliver consents, are included in the Offer Materials. Holders are strongly encouraged to read carefully the Offer Materials and materials the Operating Partnership has filed with the Securities and Exchange Commission and incorporated by reference therein, because they contain important information.

Holders may obtain a copy of the Offer Materials, free of charge, from Global Bondholder Services Corporation, the tender agent and information agent in connection with the Tender Offers and Consent Solicitations, by calling toll-free at (866) 470-3800 (bankers and brokers can call collect at (212) 430-3774). Holders are urged to carefully read these materials prior to making any decisions with respect to the Tender Offers and Consent Solicitations.

About Equity Residential

Equity Residential is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top U.S. growth markets. Equity Residential owns or has investments in 318 properties consisting of 85,906 apartment units located primarily in Boston, New York, Washington, D.C., Seattle, San Francisco and Southern California. For more information on Equity Residential, please visit our website at www.equityapartments.com.

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements and information within the meaning of the federal securities laws. These statements are based on current expectations, estimates, projections and assumptions made by management. While Equity Residential’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, including, without limitation, changes in general market conditions, including the rate of job growth and cost of labor and construction material, the level of new multifamily construction and development, competition and local government regulation. Other risks and uncertainties are described under the heading “Risk Factors” in the Operating Partnership’s Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC) and are available on the SEC’s website, www.sec.gov. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Forward-looking statements are not guarantees of future performance, results or events. Equity Residential assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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