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: August 1, 2011
(Date of earliest event reported)

EQUITY LIFESTYLE PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation or organization)		1-11718 (Commission File No.)		36-3857664 (IRS Employer Identification Number)

Two North Riverside Plaza, Chicago, Illinois		60606
(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

     Equity LifeStyle Properties, Inc., through its operating partnership (collectively, the “Company”), previously entered into purchase and other agreements (the “Purchase Agreements”) to acquire a portfolio of 75 manufactured home communities and one RV resort (the “Acquisition Properties”) containing 31,167 sites on approximately 6,500 acres located in 16 states (primarily located in Florida and the northeastern region of the United States) and certain manufactured homes and loans secured by manufactured homes located at the Acquisition Properties for a stated purchase price of $1.43 billion (the “Acquisition”).

     On August 1, 2011, the Company closed on 16 of the Acquisition Properties along with manufactured homes and loans secured by manufactured homes located at such 16 properties for a stated purchase price of approximately $436 million. The purchase price in connection with the closing of the 16 Acquisition Properties was funded with (i) the issuance of 1,379,310 shares of its common stock (the “Common Stock”) to the seller with an aggregate stated value of $80 million, (ii) the assumption of approximately $226 million of mortgage debt secured by 11 of the Acquisition Properties and (iii) approximately $130 million in cash which was funded through the net proceeds of the Company’s June 2011 common stock offering and borrowings on the Company’s line of credit

     Five Acquisition Properties that were previously scheduled to close on August 1, 2011 have been postponed to September 1, 2011 due to a delay in lender approvals.

     See the Company’s Form 8-K filed on July 1, 2011 for further information about the previous closing of 35 of the Acquisition Properties.

Item 2.02  Results of Operations and Financial Condition

     The Company hereby reconfirms previously issued guidance for its net income per share (fully diluted), funds from operations (“FFO”) per share (fully diluted) and FFO per share, excluding transaction costs (fully diluted) for the year ending December 31, 2011 to be $0.53, $3.49 and $4.01, respectively. The projected 2011 per share amounts represent the mid-point of a range of possible outcomes and reflects management’s best estimate of the most likely outcome. See Exhibit 99.2 to the Company’s Form 8-K filed on July 19, 2011 for the Company’s assumptions regarding the performance of the Company’s core portfolio and the Acquisition.

Item 3.02. Unregistered Sales of Equity Securities.

     The issuance of the Common Stock to the seller of the Acquisition Properties, described above, is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

     The information set forth above in “Item 2.01 — Completion of Acquisition or Disposition of Assets” is incorporated herein by reference.

     This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include, without limitation, information regarding the Company’s expectations, goals or intentions regarding the future, statements regarding the anticipated closings of Acquisition and the expected effect of the Acquisition on the Company. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:

	•		the Company’s ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and its success in acquiring new customers at its Properties (including those that it may acquire);
	•		the Company’s ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire;
	•		the Company’s assumptions about rental and home sales markets;
	•		the Company’s assumptions and guidance concerning 2011 estimated net income and funds from operations;

	•		in the age-qualified Properties, home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial, credit and capital markets volatility;
	•		results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing;
	•		impact of government intervention to stabilize site-built single family housing and not manufactured housing;
	•		the completion of the Acquisition in its entirety and future acquisitions, if any, and timing and effective integration with respect thereto and the Company’s estimates regarding the future performance of the Acquisition Properties;
	•		the Company’s inability to secure the contemplated debt financings to fund a portion of the stated purchase price of the Acquisition on favorable terms or at all and the timing with respect thereto;
	•		unanticipated costs or unforeseen liabilities associated with the Acquisition;
	•		ability to obtain financing or refinance existing debt on favorable terms or at all;
	•		the effect of interest rates;
	•		the dilutive effects of issuing additional securities;
	•		the effect of accounting for the entry of contracts with customers representing a right-to-use the Properties under the Codification Topic “Revenue Recognition;” and
	•		other risks indicated from time to time in the Company’s filings with the Securities and Exchange Commission.

     These forward-looking statements are based on management’s present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

     As of August 1, 2011, Equity LifeStyle Properties, Inc. owns or has an interest in 358 quality properties in 32 states and British Columbia consisting of 130,891 sites. The Company is a self-administered, self-managed, real estate investment trust (REIT) with headquarters in Chicago.

Item 9.01 Financial Statements and Exhibits

          (d) Exhibits

          The information contained in the attached exhibit is unaudited and should be read in conjunction with the Registrant’s annual and quarterly reports filed with the Securities and Exchange Commission.

Exhibit 99.1		Equity LifeStyle Properties, Inc. press release dated August 1, 2011, “ELS Announces Closing of 16 Properties”

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.

Date: August 2, 2011