EQUITY LIFESTYLE PROPERTIES, INC. (NYSE:ELS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On November2, 2017, Equity Life>
Any Common Stock sold in the Offering will be issued to a prospectus dated November2, 2017, and a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on November2, 2017, in connection with one or more offerings of shares under our shelf registration statement on Form S-3 (Registration No. 333-221299) filed with the SEC on November2, 2017 and which was automatically effective upon filing. Sales of our Common Stock made to the Equity Distribution Agreements, if any, may be sold by any method permitted by law deemed to be an ATM offering as defined in Rule 415 of the Securities Act of 1933, as amended, which includes sales made directly on the New York Stock Exchange, the existing trading market for our Common Stock, or sales made to or through a market maker other than on an exchange. We intend to use the proceeds from any sales in the Offering for general corporate purposes, which may include the repayment of existing indebtedness, the acquisition of additional properties as suitable opportunities arise and the renovation, expansion and improvement of our existing properties.
We made certain customary representations, warranties and covenants concerning the Company, the Operating Partnership and the Common Stock in each Equity Distribution Agreement and also agreed to indemnify the Sales Agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The form of Equity Distribution Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description of the material terms of each Equity Distribution Agreement in this Item 1.01 is qualified in its entirety by reference to such Exhibit, which is incorporated herein by reference.
Item 1.01 Termination of a Material Definitive Agreement.
On November 2, 2017, we delivered written notice to each of RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc., and Wells Fargo Securities, LLC (each, individually, a “Prior Sales Agent” and together, the “Prior Sales Agents”) that, effective on November 2, 2017, we are terminating our equity distribution agreements, each dated May 4, 2015, with each of the Prior Sales Agents (the “Prior Equity Distribution Agreements”), to Section 12(b) of the Prior Equity Distribution Agreements. With the provision of such notice, the Prior Equity Distribution Agreements are no longer available for use.
Copies of the Prior Equity Distribution Agreements were filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2015 (the “Prior Form 8-K”), and the descriptions of the material terms of the Prior Equity Distribution Agreements contained in this Current Report on Form 8-K are qualified in their entirety by reference to such exhibits.
Item 1.01Financial Statements and Exhibits.
-1-
EQUITY LIFESTYLE PROPERTIES INC ExhibitEX-5.1 2 d488552dex51.htm EX-5.1 EX-5.1 Exhibit 5.1 CLIFFORD CHANCE US LLP 31 WEST 52ND STREET NEW YORK,…To view the full exhibit click here
About EQUITY LIFESTYLE PROPERTIES, INC. (NYSE:ELS)
Equity LifeStyle Properties, Inc. is a real estate investment trust. The Company is an integrated owner and operator of lifestyle-oriented properties (Properties) consisting primarily of manufactured home (MH) communities, and recreational vehicle (RV) resorts and campgrounds. The Company operates through two segments: Property Operations, and Home Sales and Rentals Operations. The Property Operations segment owns and operates land lease Properties. The Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties. Its customers may lease individual developed areas (Sites) or enter right-to-use contracts, which provide them access to specific Properties for limited stays. Its portfolio includes approximately 390 Properties, including over 143,940 residential Sites located across the United States and Canada. It has over 80 Properties with lake, river or ocean frontage, and over 100 Properties within approximately 10 miles of the coastal United States.
