BRE Properties Inc

On or about April 1, 2014, we believe that a succession event occurred with respect to BRE Properties Inc., a Maryland corporation (“BRE”). This succession event involved BRE and misc. Essex group of companies, and comprised of a two-step merger and a stock/debt exchange. Debt movement included a two step assumption of the BRE’s Notes, mortgage debt assumption, issuance of an intercompany guarantee and the issuance of new Notes in exchange for the assumed BRE Notes, as described below.

Potential three successors include:

1. BEX Portfolio LLC, a Delaware limited liability company (“BEX LLC”) and Essex Portfolio, L.P., a California limited partnership, (“Essex LP”), each a subsidiary of Essex Property Trust, Inc., a Maryland corporation (“Essex”), BEX LLC and Essex LP having assumed certain BRE Notes (the “BRE Notes”); and
2. Essex, which assumed certain BRE’s mortgage debt.

The general details of the transaction are as follows:

Merger 1 and Stock Exchange:

-On April 1, 2014 BRE, merged into BEX Portfolio, Inc., a Delaware corporation (a wholly-owned subsidiary of Essex) (“BEX Inc”), and BRE ceased to exist.

-In connection with this merger, on April 1, 2014 (1) BRE’s shareholders exchanged their BRE stock for the shares of stock in Essex plus cash, and (2) BEX Inc assumed BRE’s obligations under the BRE Notes.

Merger 2:

-On April 1, 2014, BEX Inc merged into BEX LLC (a majority owned subsidiary of Essex) and BEX Inc. ceased to exist. In connection with this merger, BEX LLC assumed from BEX Inc. its obligations under the BRE Notes.

-On April 1, 2014, Essex assumed the outstanding mortgage debt incurrent by BRE prior to the mergers.

-On April 4, 2014, Essex LP, BEX LLC’s parent (and a majority owned sub of Essex), issued certain senior Notes which have been exchanged for the BRE Notes.

Guarantee:
One of the SEC filings refers of Essex refers to the BRE Notes being guaranteed, on or about April 1, 2014, by one of Essex’s affiliates in connection with the assumption of the BRE Notes in the mergers.
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