New York, October 23, 2014 -- Moody's Investors Service (Moody's) was informed that Essex Portfolio, L.P., a California limited partnership (Essex), will acquire a 50% membership and profits interest and a 49.99643% capital interest in Palm Valley Roll-Up LLC, a California limited liability company to be converted to a Delaware limited liability company (Palm Valley), from EM-Argonaut Partners, a California Limited Partnership, EM-Courtyard Partners, a California Limited Partnership, Goodman Northside Apartments LP, a Texas limited partnership, GRE Northside LLC, a Washington limited liability company, and GP Investor LLC, a Washington limited liability company. Palm Valley is the sole member of GBR Villa Veneto LLC, a Delaware limited liability company which is the owner of Villa Veneto Apartments, and GBR Palma Sorrento LLC, a Delaware limited liability company which is the owner of Palma Sorrento Apartments. The proposed transfer of a 50% membership and profits interest and a 49.99643% capital interest in Palm Valley (the Equity Transfer) will become effective upon satisfaction of the conditions set forth in the governing documents. Following the Equity Transfer, Palm Valley will be owned by Essex and Barbaccia Properties Holdings, LLC, a California LLC (Barbaccia). In connection with the Equity Transfer, the loan documents will be modified to pre-approve the potential future acquisition by Essex of Barbaccia's interest in Palm Valley and the future potential replacement of the current property manager for Villa Veneto Apartments and Palma Sorrento Apartments with Essex or Essex Management Corporation, a wholly owned subsidiary of Essex.

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