Equity Lifestyle Properties Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification Number) |
| (Address of Principal Executive Offices) | (Zip Code) |
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 1, 2024, 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”), entered into separate Equity Distribution Agreements (the “Equity Distribution Agreements”) with each of Morgan Stanley & Co. LLC; BofA Securities, Inc.; Capital One Securities, Inc.; Goldman Sachs & Co. LLC; Jefferies LLC; RBC Capital Markets, LLC; Regions Securities LLC; Truist Securities, Inc.; and Wells Fargo Securities, LLC (collectively, 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 $700,000,000, through the Sales Agents (the “Offering”). Upon entry into the Equity Distribution Agreements, we terminated our prior program pursuant to the equity distribution agreements, each dated as of February 28, 2024 (the “Prior Equity Distribution Agreements”), entered into with each of Morgan Stanley & Co. LLC; BMO Capital Markets Corp.; BofA Securities, Inc.; Capital One Securities, Inc.; Goldman Sachs & Co. LLC; Jefferies LLC; Regions Securities LLC; Truist Securities, Inc.; and Wells Fargo Securities, LLC (the “Prior Sales Agents”). At the time of the termination of the Prior Equity Distribution Agreements, an aggregate gross sales price of approximately $182.6 million of the Common Stock remained unsold under the Prior Equity Distribution Agreements.
Any Common Stock sold in the Offering will be issued pursuant to a prospectus dated February 27, 2024, and a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2024, in connection with one or more offerings of shares under our shelf registration statement on Form S-3ASR (Registration No. 333-277426) filed with the SEC on February 28, 2024 and which was automatically effective upon filing. Sales of our Common Stock made pursuant to the Equity Distribution Agreements, if any, may be made in negotiated transactions, including block trades, in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on the New York Stock Exchange, in sales made in the over-the-counter market, in sales made to or through a market maker, in sales made through other securities exchanges or electronic communications networks, or by any other means permitted by law. The Company may also sell shares of Common Stock to a Sales Agent as principal for its own account at a price agreed upon at the time of such sale. If the Company sells shares of Common Stock to a Sales Agent as principal, it will enter into a separate agreement with the Sales Agent. The Equity Distribution Agreements provide that each Sales Agent will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all shares of Common Stock sold through it as Sales Agent under the Equity Distribution Agreement. 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, working capital 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 Agreements 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 November 1, 2024, we delivered written notice to each of the Prior Sales Agents that, effective on November 1, 2024, we are terminating our 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 February 28, 2024 (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 Morrison & Foerster 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 November 1, 2024, by and among the Company, the Operating Partnership and each of the Sales Agents. | |
| 23.1 | Consent of Morrison & Foerster 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). | |
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: November 1, 2024 | By: | /s/ Paul Seavey | ||||
| Paul Seavey | ||||||
| Executive Vice President and Chief Financial Officer | ||||||