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: September 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 | (Commission File No.) | (IRS Employer Identification | ||
| incorporation or organization) | Number) |
| Two North Riverside Plaza, Chicago, Illinois | 60606 | |
| (Address of principal executive offices) | (Zip Code) |
(312) 279-1400
(Registrant’s telephone number, including area code)
(Registrant’s 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 2.01 Completion of Acquisition or Disposition of Assets.
Equity LifeStyle Properties, Inc., through its operating partnership (collectively, the
“Company”), previously entered into purchase and other agreements to acquire a portfolio of 75
manufactured home communities and one RV resort (the “Acquisition 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 Acquisition Properties for a stated purchase price of $1.43
billion (the “Acquisition”).
On September 1, 2011, the Company closed on seven of the Acquisition Properties along with
manufactured homes and loans secured by manufactured homes located at such seven properties for a
stated purchase price of approximately $160 million. The purchase price in connection with the
closing of the seven Acquisition Properties was funded with (i) the issuance of 46,207 shares of
its common stock (the “Common Stock”) to the seller with an aggregate stated value of approximately
$3 million, (ii) the issuance of 956,255 shares of Series B Subordinated Non-Voting Cumulative
Preferred Stock (“Series B Preferred Stock”) to the seller with an aggregate stated value of
approximately $55 million, and (iii) the assumption of approximately $102 million of mortgage debt
secured by the seven Acquisition Properties.
See the Company’s Form 8-K filed on August 1, 2011 and July 1, 2011 for further information
about the previous closings on 51 of the Acquisition Properties.
Item 3.02. Unregistered Sales of Equity Securities.
The issuance of the Common Stock
and the Series B Preferred Stock to Hometown, and the
issuance of the Series H Subordinated Non-Voting Cumulative
Redeemable Preference Units
(the “Series H Units”) by the Operating Partnership to the General Partner, and the issuance by the General
Partner to the Company of the Series H Subordinated Non-Voting Cumulative Redeemable Preferred Stock (the “Series H Preferred Stock”) are exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The
terms of the Series H Preferred Stock and the Series H Units are set forth in Item 1.01 of the Form 8-K filed by the Company on July 1, 2011.
The information set forth above in “Item 2.01 — Completion of Acquisition or Disposition of
Assets” is incorporated herein by reference.
Item 8.01. Other Events.
The Company has undertaken a preliminary assessment of the impact of Hurricane Irene on its
operations. A number of the Company’s locations on the east coast of the United States were closed
during the weekend of August 27th due to power outages and other weather related issues
while Hurricane Irene moved north up the east coast. A few properties remain closed and will not
be open over Labor Day weekend. We expect that the primary impact to our property operations will
be costs to clean-up flood damage and other items such as windblown debris, falling trees and tree
branches as well as reduced transient RV income due to property closures. The Company currently
estimates the impact on income from property operations as a result of Hurricane Irene to be less
than $1.5 million.
This report contains 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 Company’s expectations,
goals or intentions regarding the future, statements regarding the anticipated closings of
Acquisition 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 Company’s 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 Company’s ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire; | ||
| • | the Company’s assumptions about rental and home sales markets; | ||
| • | the Company’s assumptions and guidance concerning 2011 estimated net income and funds from operations; |
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| • | 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 in its entirety and future acquisitions, if any, and timing and effective integration with respect thereto and the Company’s estimates regarding the future performance of the Acquisition Properties; | ||
| • | the Company’s 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 Company’s filings with the Securities and Exchange Commission. |
These forward-looking statements are based on management’s 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.
As of September 1, 2011, Equity LifeStyle Properties, Inc. owns or has an interest in 365
quality properties in 32 states and British Columbia consisting of 134,005 sites. The Company is a
self-administered, self-managed, real estate investment trust (REIT) with headquarters in Chicago.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The information contained in the attached exhibit is unaudited and should be read in
conjunction with the Registrant’s annual and quarterly reports filed with the Securities and
Exchange Commission.
Exhibit 99.1
|
Equity LifeStyle Properties, Inc. press release dated September 1, 2011, “ELS Announces Closings on Seven Properties, Completed 58 Closings Since July 1st” |
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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
|
|||
| Executive Vice President and | ||||
| Chief Financial Officer | ||||
Date: September 2, 2011
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Exhibit 99.1
News Release
CONTACT: Michael Berman
|
||
(312) 279-1496
|
ELS ANNOUNCES CLOSINGS ON SEVEN PROPERTIES
COMPLETED 58 CLOSINGS SINCE JULY 1ST
COMPLETED 58 CLOSINGS SINCE JULY 1ST
CHICAGO, IL. — September 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 to acquire a portfolio of 75 manufactured home communities and one RV resort
(the “Acquisition 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 Acquisition Properties
for a stated purchase price of $1.43 billion (the “Acquisition”).
The Company closed on seven of the Acquisition Properties today along with certain manufactured
homes and loans secured by manufactured homes located at such Acquisition Properties for a stated
purchase price of approximately $160 million. The purchase price in connection with this closing
was funded with: (i) the issuance of 46,207 shares of the Company’s common stock to the seller with
an aggregate stated value of approximately $3 million, (ii) the issuance of 956,255 shares of
Series B Subordinated Non–Voting Cumulative Preferred Stock (“Series B Preferred Stock”) to the
seller with an aggregate stated value of approximately $55 million, and (iii) the assumption of
approximately $102 million of mortgage debt secured by the seven Acquisition Properties acquired
today.
As of today, the Company has closed on 58 Acquisition Properties during
the third quarter of 2011. The timing of the closings is generally
consistent with the estimated closing schedule provided in the Supplemental
Package posted to our website on July 18, 2011 in the Investor Information
section. The Company’s closing of the remaining 18 Acquisition Properties
is expected to occur by October 3, 2011 and assumption of the indebtedness
thereon is subject to the 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 has undertaken a preliminary assessment of the impact of
Hurricane Irene on its operations. A number of the Company’s locations on
the east coast of the United States were closed during the weekend of August
27th due to power outages and other weather related issues while
Hurricane Irene moved north up the east coast. A few properties remain
closed and will not be open over Labor Day weekend. We expect that the
primary impact to our property operations will be costs to clean-up flood
damage and other items such as wind blown debris, falling trees and tree
branches as well as reduced transient RV income due to property closures.
The Company currently estimates the impact on income from property
operations as a result of Hurricane Irene to be less than $1.5 million.
Equity LifeStyle Properties, Inc. is a fully integrated owner and operator of
lifestyle-oriented properties and as of September 1, 2011, owns or has an interest in 365 quality
properties in 32 states and British Columbia consisting of 134,005 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 Company’s expectations,
goals or intentions regarding the future, statements regarding the anticipated closings of its
pending Acquisition 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 Company’s 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 Company’s ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire; | ||
| • | the Company’s assumptions about rental and home sales markets; | ||
| • | the Company’s assumptions and guidance concerning 2011 estimated net income and funds from operations; | ||
| • | 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 in its entirety and future acquisitions, if any, and timing and effective integration with respect thereto and the Company’s estimates regarding the future performance of the Acquisition Properties; | ||
| • | the Company’s 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 Company’s filings with the Securities and Exchange Commission. |
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These forward-looking statements are based on management’s 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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