UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 30, 2020, Equity LifeStyle Properties, Inc. (referred to herein as the “Company,” “we,” “us” and “our”) and our operating partnership, MHC Operating Limited Partnership (the “Operating Partnership”), elected to extend our current “at the market” (“ATM”) offering program by entering into new separate Equity Distribution Agreements (the “Equity Distribution Agreements”) with each of Morgan Stanley & Co. LLC; BofA Securities, Inc.; Goldman Sachs & Co. LLC; SunTrust Robinson Humphrey, Inc.; and Wells Fargo Securities, LLC (the “Sales Agents”), pursuant to which we may sell, from time to time, shares of our common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $200,000,000, through the Sales Agents (the “Offering”). The new Equity Distribution Agreements replace the equity distribution agreements for our current ATM offering program.
Any Common Stock sold in the Offering will be issued pursuant to a prospectus dated July 30, 2020, and a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2020, in connection with one or more offerings of shares under our shelf registration statement on Form S-3ASR (Registration No. 333-240201) filed with the SEC on July 30, 2020 and which was automatically effective upon filing. Sales of our Common Stock made pursuant to the Equity Distribution Agreements, if any, may be made 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 (the “Securities Act”), 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 repayment of existing indebtedness, acquisitions of properties (including through the acquisition of individual properties, portfolios and companies), development, renovation, expansion and improvement of our existing properties and other capital expenditures.
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. 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 the 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 1.02 | Termination of a Material Definitive Agreement. |
On July 30, 2020, we delivered written notice to each of Morgan Stanley & Co. LLC; BofA Securities, Inc.; Goldman Sachs & Co. LLC; SunTrust Robinson Humphrey, Inc.; and Wells Fargo Securities, LLC (the “Prior Sales Agents”) that, effective on July 30, 2020, we are terminating our equity distribution agreements, each dated October 26, 2018, with each of the Prior Sales Agents (the “Prior Equity Distribution Agreements”), pursuant 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.
A description of the material terms of the Prior Equity Distribution Agreements is contained in our Current Report on Form 8-K filed with the SEC on October 26, 2018 (the “Prior Form 8-K”). A copy of the form of Prior Equity Distribution Agreement was filed as Exhibit 10.1 to the Prior Form 8-K, and the descriptions of the material terms of the Prior Equity Distribution Agreements contained in the Prior Form 8-K are qualified in their entirety by reference to such Exhibit.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 5.1 | Opinion of Clifford Chance US LLP regarding the legality of the Common Stock. | |
| 8.1 | Opinion of Clifford Chance US LLP regarding certain tax matters. | |
| 10.1 | Form of Equity Distribution Agreement, dated July 30, 2020, by and among the Company, the Operating Partnership and each of the Sales Agents. | |
| 23.1 | Consent of Clifford Chance US LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Clifford Chance US LLP (included in Exhibit 8.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
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. | ||||||
| Date: July 30, 2020 | By: | /s/ Paul Seavey | ||||
| Paul Seavey | ||||||
| Executive Vice President and Chief Financial Officer | ||||||