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 (Date of earliest event reported): December 2, 2005
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 1-11718 36-3857664
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 279-1400
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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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):
[ ] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 2, 2005, Equity LifeStyle Properties, Inc. (the "Company") issued a
press release announcing that it had completed the previously announced
refinancing of approximately $293 million of secured debt maturing in 2007 with
an effective interest rate of 6.8 percent per annum. The transaction generated
approximately $337 million in proceeds from loans secured by individual
mortgages on 20 properties. The proceeds were used to defease the $293 million
of secured debt on two cross-collateralized loan pools consisting of 35
properties, and to repay amounts borrowed under the Company's lines of credit,
leaving the Company with remaining availability under its lines of credit of
approximately $135 million. The blended interest rate on the refinancing is
approximately 5.3% per annum, and the loans have a maturity of ten years. Each
loan was made to a Company-affiliated entity as the borrower, and each such loan
was guaranteed by MHC Operating Limited Partnership, another affiliate of the
Company. With respect to each individual loan either GMAC Commercial Mortgage
Corporation, Bank of America, N.A., or LaSalle Bank National Association was the
lender. The loans are non-recourse to the Company. Each loan is secured by an
individual mortgage on a property owned by the borrower entity. The loans mature
on December 1, 2015 and bear interest at various rates between 5.27% and 5.385%
per annum. Interest-only payments are required for the first 24 or 36 months (as
applicable with respect to each individual loan), payable monthly. Principal and
interest payments will become due in the months thereafter, payable monthly.
Principal amounts repaid cannot be re-borrowed. Upon the occurrence and
continuance of certain events of default, the lenders may elect to accelerate
the outstanding principal and accrued and unpaid interest. The Guaranty of MHC
Operating Limited Partnership is filed as Exhibit 99.2 to this Current Report on
Form 8-K and incorporated herein by reference. Except for loan-specific
information, such as the identity of the borrower and the lender, principal
amount, interest rates and collateral, the forms of the loan documents are
substantially the same. As an example, the Mortgage, Security Agreement and
Fixture Filing dated December 1, 2005 by and between MHC Eldorado Village,
L.L.C. and Bank of America, N.A. is filed as Exhibit 99.3 to this Current Report
on Form 8-K and incorporated herein by reference. A schedule identifying the
other borrowers is filed as Exhibit 99.4 to this Current Report on Form 8-K and
incorporated herein by reference.
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
(d) Exhibits
99.1 Press Release dated December 2, 2005.
99.2 Guaranty of MHC Operating Limited Partnership dated December 1, 2005.
99.3 Mortgage, Security Agreement and Fixture Filing dated December 1, 2005
by and between MHC Eldorado Village, L.L.C. and Bank of America, N.A.
99.4 Schedule identifying other borrowers
SIGNATURES
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.
(REGISTRANT)
Date: December 8, 2005 By: /s/ Michael B. Berman
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Michael B. Berman
Vice President, Treasurer and
Chief Financial Officer