UNITED STATES
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
Date of Report: August 9, 2011
(Date of earliest event reported)
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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1-11718 |
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36-3857664 |
(State or other jurisdiction of |
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(Commission File No.) |
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(IRS Employer Identification |
incorporation or organization) |
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Number) |
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Two North Riverside Plaza, Chicago, Illinois |
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60606 |
(Address of principal executive offices) |
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(Zip Code) |
(312) 279-1400
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On August 9, 2011, the Companys Board of Directors declared a dividend of $0.375 per share on
the Companys shares of common stock (NYSE:ELS), representing, on an annualized basis, a dividend
of $1.50 per common share. The dividend will be paid on October 14, 2011 to stockholders of record
on September 30, 2011. The Companys Board of Directors also declared a dividend of $0.502125 per
share on the Companys 8.034% Series A Cumulative Redeemable Perpetual Preferred Stock
(NYSE:ELSPrA), representing, on an annualized basis, a dividend of $2.0085 per preferred share.
The dividend will be paid on September 30, 2011 to stockholders of record on September 9, 2011.
The Companys Board of Directors also declared a dividend of $0.375 per share on the Companys
Series B Subordinated Non-Voting Cumulative Redeemable Preferred Stock, representing, on an
annualized basis, a dividend of $1.50 per preferred share. The dividend will be paid on October
14, 2011 to stockholders of record on September 30, 2011.
On August 9, 2011, the Company also closed on $100 million of secured financing. The loan
requires interest only payments for the first two years and matures on September 6, 2021. We
previously locked our interest rate on the loan at 5.03 percent per annum. The loan is secured by
10 manufactured home communities and two RV resorts.
The Company has previously announced that it entered into purchase and other agreements to
acquire a portfolio of 75 manufactured home communities and one RV resort (the Acquisition
Properties) 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), excluding
estimated closing costs of approximately $22 million. Approximately $17 million of the estimated
closing costs are expected to be incurred during the quarter ended September 30, 2011.
As of August 8, 2011, the Company has closed on 51 of the 76 Acquisition Properties, and the
proceeds from todays loan are expected to be used in closing on the remaining 25 Acquisition
Properties. In addition to the $100 million of gross proceeds obtained from todays closing, the
Company also expects to obtain an additional $125 million of secured financing in the next 60 days
to fund a portion of the Acquisition, for a total of $225 million of new secured financing.
The Companys closing of the remainder of the Acquisition is subject to the receipt of loan
servicer consents and other customary closing conditions. No assurances can be given that the
additional secured financing or the remainder of the Acquisition will be completed in their
entirety in accordance with the anticipated timing or at all.
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 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:
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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); |
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the Companys ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire; |
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the Companys assumptions about rental and home sales markets; |
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the Companys 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; |
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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; |
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impact of government intervention to stabilize site-built single family housing and not manufactured housing; |
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the completion of the Acquisition in its entirety and future acquisitions, if any, and timing and effective integration with respect thereto and the Companys
estimates regarding the future performance of the Acquisition Properties; |
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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; |
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unanticipated costs or unforeseen liabilities associated with the Acquisition; |
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ability to obtain financing or refinance existing debt on favorable terms or at all; |
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the effect of interest rates; |
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the dilutive effects of issuing additional securities; |
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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 |
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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.
Equity LifeStyle Properties, Inc. is a fully integrated owner and operator of
lifestyle-oriented properties and as of August 9, 2011, owns or has an interest in 358 quality properties in 32 states and British Columbia consisting of 130,891 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.