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: May 19, 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 |
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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 |
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(Zip Code) |
(312) 279-1400
(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):
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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 1.01 Entry into a Material Definitive Agreement
On May 19, 2011, Equity LifeStyle Properties, Inc. (the “Company”), through its operating
partnership, entered into an amended and restated credit agreement with Wells Fargo Bank, National
Association, Bank of America, N.A., U.S. Bank National Association, RBS Citizens, N.A., Goldman
Sachs Bank USA, Royal Bank of Canada, and Morgan Stanley Bank N.A., led by Wells Fargo Bank,
National Association, as administrative agent (the “Administrative Agent”), to increase the
borrowing capacity from $100 million under the current line of credit to $380 million (the “Amended
Line of Credit”) and to extend the maturity date to September 18, 2015. The Company has an eight
month extension option under the Amended Line of Credit, subject to payment by the Company of
certain administrative fees and the satisfaction of certain other enumerated conditions. The
Amended Line of Credit, accrues interest at an annual rate equal to the applicable LIBOR rate plus
1.65% to 2.50% per annum and contains a 0.30% to 0.40% facility fee and contains customary negative
and affirmative covenants. The spread over LIBOR and the facility fee pricing are variable based
on leverage throughout the loan term. The Company incurred commitment and arrangement fees of
approximately $3.6 million to enter into the Amended Line of Credit.
Pursuant to an amended and restated guaranty (the “Amended Guaranty”) dated May 19, 2011 among
the Company and certain of its subsidiaries and the Administrative Agent, the Company and two of
its subsidiaries have guaranteed all of the obligations of its operating partnership under the
Amended Line of Credit when due, whether at stated maturity, by acceleration or otherwise.
The preceding descriptions are qualified in their entirety by reference to the Amended Line of
Credit and the Amended Guaranty copies of which are attached hereto as Exhibit 10.46 and Exhibit
10.47, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet arrangement of a Registrant
The information provided in Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
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Exhibit 10.46
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Amended and Restated Credit Agreement ($380 million Unsecured Revolving
Facility) dated May 19, 2011 |
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Exhibit 10.47
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Amended and Restated Guaranty dated May 19, 2011 |