UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~November~~May 2611, ~~2014~~2015

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Illinois

0-24920

36-3894853

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Two North Riverside Plaza

Suite 400, Chicago, Illinois

(Address of principal executive offices)

60606

(Zip Code)

Registrant’s telephone number, including area code: (312) 474-1300

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 38.0201. ~~Unregistered~~Other ~~Sales of Equity Securities~~Events.

On ~~November~~May 2611, ~~2014~~2015, ERP Operating Limited Partnership, an Illinois limited partnership (the “Company”), ~~its~~agreed ~~general~~to ~~partner~~issue $450,000,000 ~~Equity~~aggregate ~~Residential~~principal amount of 3.375% Notes due June 1, ~~certain~~2025 ~~subsidiaries~~(the ~~thereof~~ “2025 Notes”) and $300,000,000 aggregate principal amount of 4.500% Notes due June 1, 2045 (the “2045 Notes”, and together with the 2025 Notes, the “Notes”) in a ~~third~~public ~~party~~offering. ~~entered~~The ~~into~~Company anagreed ~~agreement~~to sell the Notes pursuant to ~~which~~a Terms Agreement, dated as of May 11, 2015, among the Company ~~acquired~~and ~~100%~~each ~~ownership~~ of aCitigroup ~~176-unit~~Global ~~residential~~Markets ~~rental~~Inc., ~~development~~Morgan ~~project~~Stanley & Co. LLC, RBC Capital Markets, LLC and Barclays Capital Inc., as representatives of the underwriters named ~~Parc~~therein. onThe ~~Powell~~Notes inwill be issued pursuant to an Indenture, dated as of October 1, 1994, between the ~~San~~Company ~~Francisco~~and ~~Bay~~The ~~Area~~Bank of New York Mellon Trust Company, N.A. (~~the~~formerly ~~“Property”~~known as The Bank of New York Trust Company, ~~and~~N.A.) ~~collectively~~(as successor to J.P. Morgan Trust Company, ~~the~~ National Association, as successor to Bank One Trust Company, N.A., successor to The First National Bank of Chicago) (the “~~Transaction~~Trustee”)., ~~Prior~~as tosupplemented by the ~~Transaction~~First Supplemental Indenture, ~~certain~~dated ~~subsidiaries~~as of September 9, 2004, by and between the Company ~~owned~~and ~~five~~the ~~percent~~Trustee, ~~(5%)~~as further supplemented by the Second Supplemental Indenture, dated as of August 23, 2006, by and between the Company and the Trustee, as further supplemented by the Third Supplemental Indenture, dated as of June 4, 2007, by and between the ~~ownership~~Company ~~interests~~and inthe Trustee, and as further supplemented by the ~~Property~~Fourth Supplemental Indenture, ~~which~~dated ~~interests~~as ~~were~~of ~~acquired~~December 12, in2011, ~~connection~~by ~~with~~and between the ~~Archstone~~Company ~~acquisition~~and the Trustee.

~~The~~Item ~~Company paid $17~~9.~~5 million in cash and issued 30,423,750 3~~01.~~00%~~ ~~Series~~Financial PStatements ~~Cumulative Redeemable Preference Units (the “Preference Units”) (18,377,287 of which were issued to the third party~~ and ~~the remainder of which were issued to subsidiaries of the Company and therefore will eliminate in consolidation) in exchange for the ownership interests of the entity owning the Property~~Exhibits. The Preference Units have a $1.00 per unit liquidation preference, were issued pursuant to the Sixth Amended and Restated Agreement of Limited Partnership of the Company (the “Partnership Agreement”), are entitled to receive cumulative, non-compounding distributions at an annual rate of $0.03 per Preference Unit, and are subject to repurchase by Equity Residential for their liquidation preference of $1.00 per unit plus accrued and unpaid distributions, at the election of the holder or Equity Residential during certain time periods. The Preference Units are not convertible or exchangeable into any other securities, including, without limitation, shares of Equity Residential. The issuance of the Preference Units was made in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended.

The terms of the Preference Units are set forth in a Preference Unit Term Sheet which was executed at the closing of the Transaction and is part of the Company’s Partnership Agreement. The above description of the Preference Units is qualified in its entirety by reference to the form of Preference Unit Term Sheet attached hereto as Exhibit 3.1.


Exhibit Number		Description

1.1		Terms Agreement dated May 11, 2015, among ERP Operating Limited Partnership and each of Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Barclays Capital Inc.

1.2		Standard Underwriting Provisions dated May 11, 2015.

4.1		Form of 3.375% Note due June 1, 2025.

4.2		Form of 4.500% Note due June 1, 2045.

5.1		Opinion of DLA Piper LLP (US).

23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

~~Item~~2 ~~5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~

~~The~~SIGNATURES ~~information set forth above in “Item 3.02—Unregistered Sales of Equity Securities” is incorporated herein by reference.~~

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Number	Description
		ERP OPERATING LIMITED PARTNERSHIP
3.1	Form of Preference Units Term Sheet for 3.00% Series P Cumulative Redeemable Preference Units.
		By:	EQUITY RESIDENTIAL, its general partner
Date: May 13, 2015			By:	/s/ Mark J. Parrell
			Name:	Mark J. Parrell
			Its:	Executive Vice President and Chief Financial Officer
Date: May 13, 2015			By:	/s/ Bruce C. Strohm
			Name:	Bruce C. Strohm
			Its:	Executive Vice President, General Counsel and Corporate Secretary

2[Signature page to Form 8-K]

~~SIGNATURES~~EXHIBIT INDEX

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Exhibit Number		Description

1.1		Terms Agreement dated May 11, 2015, among ERP Operating Limited Partnership and each of Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Barclays Capital Inc.

1.2		Standard Underwriting Provisions dated May 11, 2015.

4.1		Form of 3.375% Note due June 1, 2025.

4.2		Form of 4.500% Note due June 1, 2045.

5.1		Opinion of DLA Piper LLP (US).

23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

[Signature page to Form 8-K]

EXHIBIT INDEX

Exhibit Number		Description
3.1		Form of Preference Units Term Sheet for 3.00% Series P Cumulative Redeemable Preference Units.

ERP OPERATING LIMITED PARTNERSHIP

By: EQUITY RESIDENTIAL, its general partner

Date: December 2, 2014

/s/ Bruce C. Strohm

Bruce C. Strohm

Executive Vice President and General Counsel

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