Davis Polk is advising the dealer managers in connection with cash tender offers by ERP Operating Limited Partnership, an operating partnership subsidiary of Equity Residential (the “Operating Partnership”), for (i) any and all of its outstanding 5.125% notes due 2016 and 5.375% notes due 2016 (collectively, the “Any and All Notes”) and (ii) up to $600 million aggregate principal amount of its outstanding 5.75% notes due 2017, 7.125% notes due 2017, 4.625% notes due 2021 and 7.57% notes due 2026. In conjunction with the offers for the Any and All Notes, the Operating Partnership is soliciting consents from the holders of such series to amend the indenture governing each series of the Any and All Notes to shorten the notice requirement for optional redemption with respect to each such series. The Operating Partnership intends to launch a make-whole redemption of any Any and All Notes not tendered by the early tender date, following the later of the early tender date and receipt of requisite consents pursuant to the consent solicitations.

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. As of December 31, 2015, Equity Residential owns or has investments in 394 properties consisting of 109,652 apartment units.

The Davis Polk corporate team included partner Richard A. Drucker and associate Christopher M. Bezeg. Partner Michael Mollerus and associate Lena X. Qiu provided tax advice. Members of the Davis Polk team are based in the New York and London offices.

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