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EX-10.47 - EX-10.47 - EQUITY LIFESTYLE PROPERTIES INC | c63479exv10w47.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: March 4, 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 | 60606 | |
(Address of principal executive offices) | (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.
Joinder to the Partnership Agreement
On March 4, 2011, Equity LifeStyle Properties, Inc. (the Company) contributed 8,000,000 cancelled
preferred units of MHC Operating Limited Partnership, the Companys operating partnership (the
Operating Partnership) consisting of the 6,000,000 8.0625% Series D Cumulative Redeemable
Perpetual Preference Units (the Series D Units) and the 2,000,000 7.95% Series F Cumulative
Redeemable Perpetual Preference Units (the Series F Units and together with the Series D Units,
the Preferred Units) to MHC Trust, the general partner (the General Partner), of the Operating
Partnership, in exchange for the issuance to the Company of an aggregate of 8,000,000 shares of
8.034% Series G Cumulative Redeemable Perpetual Preferred Stock, with a liquidation preference of
$25.00 per share (the Series G Preferred Stock) by the General Partner in connection with the
underwritten secondary public offering described in the Companys Current Report on Form 8-K filed
on March 4, 2011. The Series G Preferred Stock has economic terms that are substantially similar
to the Companys 8.034% Series A Cumulative Redeemable Perpetual Preferred Stock (the Series A
Preferred Stock).
On March 4, 2011, the General Partner contributed the Preferred Units to the Operating Partnership
in exchange for the issuance to the General Partner of 8,000,000 8.034% Series G Cumulative
Redeemable Perpetual Preference Units, with a liquidation preference of $25.00 per unit (the
Series G Preferred Units) by the Operating Partnership. In connection therewith, the General
Partner executed that certain 8.034% Series G Cumulative Redeemable Perpetual Preference Units Term
Sheet and Joinder to the Second Amended and Restated Agreement of Limited Partnership of the
Operating Partnership (the Joinder). The Series G Preferred Units have economic terms that are
substantially similar to the Companys Series A Preferred Stock.
The Operating Partnerships Series G Preferred Units will rank, with respect to rights to receive
distributions and to participate in distributions and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Operating Partnership, senior to the common units of
limited partnership interest of the Operating Partnership, on parity with other partnership units
of the Operating Partnership the terms of which place them on parity with the Series G Preferred
Units, and junior to all partnership units of the Operating Partnership the terms of which
specifically provide that such partnership units rank senior to the Series G Preferred Units. The
new Series G Preferred Units have an aggregate dividend, per share liquidation preference and rank
substantially similar to the Preferred Units cancelled in the above described transactions.
The preceding description is qualified in its entirety by reference to the Joinder, a copy of which
is attached hereto as Exhibit 10.47 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The issuance of the Series G Preferred Units by the Operating Partnership to the General Partner,
and the issuance of the Series G Preferred Stock by the General Partner to the Company, as
described above, are exempt from registration pursuant to Section 4(2) of the Securities Act of
1933, as amended.
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. These forward-looking statements are subject to numerous assumptions, risks and
uncertainties, including, but not limited to:
| our 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 our properties (including those recently acquired); | ||
| our ability to maintain historical rental rates and occupancy with respect to properties currently owned or that we may acquire; |
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| 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 future acquisitions, if any, and timing with respect thereto and the effective integration and successful realization of cost savings; | ||
| 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 agreements with customers representing a right-to-use the Properties under the Codification Topic Revenue Recognition; and | ||
| other risks indicated from time to time in our 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.47* | 8.034% Series G Cumulative Redeemable Perpetual Preference Units Term Sheet and Joinder to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership |
* | Filed herewith. |
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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. |
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By: | /s/ Michael B. Berman | |||
Michael B. Berman | ||||
Executive Vice President and Chief Financial Officer |
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Date: March 10, 2011
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