Attached files
file | filename |
---|---|
EX-1.1 - EX-1.1 - EQUITY LIFESTYLE PROPERTIES INC | c64970exv1w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 1, 2011
(Date of earliest event reported)
(Date of earliest event reported)
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland | 1-11718 | 36-3857664 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) | (IRS Employer Identification Number) |
Two North Riverside Plaza, Chicago, Illinois (Address of principal executive offices) |
60606 (Zip Code) |
(312) 279-1400
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. | Entry into a Material Definitive Agreement |
On June 1, 2011, Equity LifeStyle Properties, Inc. (the Company) and MHC Operating Limited
Partnership, the Companys operating partnership, entered into an Underwriting Agreement (the
Underwriting Agreement) with Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC,
as representatives of the several underwriters named therein (the Underwriters), pursuant to
which the Company agreed to offer and sell 5,250,000 shares of common stock. The closing of this
offering is expected to occur on or about June 7, 2011. Pursuant to the terms of the Underwriting
Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional
787,500 shares of common stock of the Company. The Company estimates that the net proceeds from
this offering, after deducting the underwriting discount and other estimated offering expenses,
will be approximately $298.9 million (or approximately $343.9 million if the underwriters option
to purchase additional shares is exercised in full). The Company intends to use the net proceeds
from this offering to partially fund the cash consideration due in connection with the previously
announced pending acquisition of a portfolio of 76 manufactured home communities containing 31,167
sites in 16 states (primarily located in Florida and the northeastern region of the United States)
and certain other assets (the Hometown Portfolio) for a stated purchase price of $1.43 billion
(the Acquisition).
The preceding description is qualified in its entirety by reference to the Underwriting Agreement,
a copy of which is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
This report includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. When used, words such as anticipate, expect,
believe, project, intend, may be and will be and similar words or phrases, or the
negative thereof, unless the context requires otherwise, are intended to identify forward-looking
statements and may include, without limitation, information regarding the Companys expectations,
goals or intentions regarding the future, statements regarding the anticipated closing of the
Companys pending Acquisition of the Hometown Portfolio and the expected effect of the Acquisition
on the Company. These forward-looking statements are subject to numerous assumptions, risks and
uncertainties, including, but not limited to:
| the Companys ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and our success in acquiring new customers at the Companys Properties (including those that we may acquire); |
| the Companys ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire; |
| our assumptions about rental and home sales markets; |
| in the age-qualified Properties, home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial, credit and capital markets volatility; |
| results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options, including site-built single-family housing; |
| impact of government intervention to stabilize site-built single family housing and not manufactured housing; |
| the completion of the Acquisition of the Hometown Portfolio in its entirety and future acquisitions, if any, and timing and effective integration with respect thereto; |
| the Companys inability to secure the contemplated debt financings to fund a portion of the stated purchase price of the Acquisition on favorable terms or at all and the timing with respect thereto; |
| the effect of interest rates; |
| the dilutive effects of issuing additional securities; |
| the effect of accounting for the sale of agreements to customers representing a right-to-use the Properties under the Codification Topic Revenue Recognition; and |
| other risks indicated from time to time in the Companys filings with the Securities and Exchange Commission. |
- 2 -
These forward-looking statements are based on managements present expectations and beliefs about
future events. As with any projection or forecast, these statements are inherently susceptible to
uncertainty and changes in circumstances. The Company is under no obligation to, and expressly
disclaims any obligation to, update or alter its forward-looking statements whether as a result of
such changes, new information, subsequent events or otherwise.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit 1.1
|
Underwriting Agreement dated June 1, 2011 |
- 3 -
SIGNATURES
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 thereunto duly authorized.
EQUITY LIFESTYLE PROPERTIES, INC. |
||||
By: | /s/ Michael B. Berman | |||
Michael B. Berman | ||||
Executive Vice President and Chief Financial Officer |
||||
- 4 -