Attached files
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8-K - FORM 8-K - EQUITY LIFESTYLE PROPERTIES INC | c65311e8vk.htm |
EX-3.2 - EX-3.2 - EQUITY LIFESTYLE PROPERTIES INC | c65311exv3w2.htm |
EX-10.52 - EX-10.52 - EQUITY LIFESTYLE PROPERTIES INC | c65311exv10w52.htm |
EX-10.50 - EX-10.50 - EQUITY LIFESTYLE PROPERTIES INC | c65311exv10w50.htm |
EX-10.51 - EX-10.51 - EQUITY LIFESTYLE PROPERTIES INC | c65311exv10w51.htm |
Exhibit 99.1
N e w s R e l e a s e
CONTACT:
Michael Berman
(312) 279-1496
(312) 279-1496
ELS ANNOUNCES CLOSING OF 35 HOMETOWN PROPERTIES AND
$200 MILLION TERM LOAN
$200 MILLION TERM LOAN
CHICAGO, IL. July 1, 2011 On May 31, 2011, Equity LifeStyle Properties, Inc. (NYSE:ELS),
through its operating partnership (collectively, the Company), entered into purchase and other
agreements (the Purchase Agreements) with certain affiliates of Hometown America, L.L.C.
(Hometown) to acquire a portfolio of 76 manufactured home communities (the Hometown Properties)
containing 31,167 sites on approximately 6,500 acres located in 16 states (primarily located in
Florida and the northeastern region of the United States) and certain manufactured homes and loans
secured by manufactured homes located at the Hometown Properties for a stated purchase price of
$1.43 billion (the Acquisition). Total closing costs associated with the Acquisition are
expected to be approximately $21 million.
The Company closed on the acquisition of 35 of the Hometown Properties today along with certain
manufactured homes and loans secured by manufactured homes located at such Hometown Properties for
a purchase price of approximately $451.0 million. The purchase price in connection with this
initial closing was funded with: (i) the issuance of 282,759 shares of the Companys common stock
to Hometown with an aggregate stated value of $16.4 million, (ii) the issuance of 286,207 shares of
Series B Subordinated Non-Voting Cumulative Preferred Stock (Series B Preferred Stock) to
Hometown with an aggregate stated value of $16.6 million, and (iii) approximately $418.0 million in
cash. The cash was obtained from the proceeds from todays closing of a $200 million unsecured
term loan (the Term Loan), described in more detail below, and the net proceeds of the Companys
June 2011 common stock offering.
The Companys acquisition of the balance of the Hometown Properties is expected to occur by
December 31, 2011 and assumption of the indebtedness thereon is subject to receipt of loan servicer
consents. The Acquisition is also subject to other customary closing conditions. Accordingly, no
assurances can be given that the remainder of the Acquisition will be completed in its entirety in
accordance with the anticipated timing or at all.
The Company anticipates that the entire Acquisition will be funded through:
| the net proceeds of approximately $343.9 million from the Companys June 2011 public offering of 6,037,500 shares of common stock; | ||
| the Companys assumption of approximately $521.1 million of fixed-rate, non-recourse mortgage indebtedness (as of March 31, 2011) secured by 34 of the Hometown Properties with a weighted average interest rate of approximately 5.64% per annum and a weighted average maturity of approximately 6.0 years; | ||
| the Companys issuance to Hometown of: (i) 1,708,276 shares of the Companys common stock, and (ii) 1,740,000 shares of Series B Preferred Stock; which in the Purchase Agreements have a stipulated aggregate value of $200.0 million; |
| approximately $250.0 million of debt capital through two anticipated 10-year secured financings for which the Company has a locked fixed interest rate, on a blended basis, of approximately 5.06% per annum; and | ||
| proceeds from the Companys $200.0 million Term Loan. |
The Term Loan matures on July 1, 2017 and provides for an interest rate of LIBOR plus 1.85% to
2.80% per annum. The spread over LIBOR is variable based on leverage throughout the loan. In
connection with the Term Loan, the Company also entered into a 3-year LIBOR Swap Agreement (the
Swap) allowing the Company to trade its variable interest rate for a fixed interest rate on the
Term Loan. The Swap fixes the underlying LIBOR rate on the Term Loan at 1.11% per annum for the
first three years and the Companys spread over LIBOR after completing the Acquisition is expected
to be 2.15% resulting in an all-in interest rate of 3.26% per annum.
Equity LifeStyle Properties, Inc. is a fully integrated owner and operator of lifestyle-oriented
properties and owns or has an interest in 342 quality properties in 30 states and British Columbia
consisting of 123,065 sites. The Company leases individual developed areas, or sites, with access
to utilities for placement of factory-built homes, cottages, cabins or recreational vehicles.
Customers may lease individual sites or enter right-to-use contracts providing the customer access
to specific properties for limited stays. The Company is a self-administered, self-managed, real
estate investment trust (REIT) with headquarters in Chicago. Visit www.equitylifestyle.com for
more information.
This press release 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 remaining closings
in connection with the 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 its success in acquiring new customers at its Properties (including those that it may acquire); | ||
| the Companys ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire; | ||
| the Companys 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; |
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| 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; | ||
| unanticipated costs or unforeseen liabilities associated with the Acquisition; | ||
| ability to obtain financing or refinance existing debt on favorable terms or at all; | ||
| the effect of interest rates; | ||
| the dilutive effects of issuing additional securities; | ||
| the effect of accounting for the entry of contracts with 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. |
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.
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