On September 6, 2012, Equity LifeStyle Properties, Inc. (the "Company") and MHC Operating Limited Partnership, an Illinois limited partnership (the "Operating Partnership"), entered into four separate Equity Distribution Agreements (the "Equity Distribution Agreements") with each of RBC Capital Markets, LLC, RBS Securities Inc., Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (each, individually, a "Sales Agent" and together, the "Sales Agents"), pursuant to which the Company may sell, from time to time, shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having an aggregate offering price of up to of $125,000,000, through the Sales Agents (the "Offering").

The Common Stock sold in the Offering will be issued pursuant to a prospectus dated May 8, 2012, and a prospectus supplement filed with the Securities and Exchange Commission (the "SEC") on September 6, 2012, in connection with one or more offerings of shares under the Company's shelf registration statement on Form S-3 (Registration No. 333-181242) filed with the SEC on May 8, 2012 and which was automatically effective upon filing. Sales of the Common Stock made pursuant to the Equity Distribution Agreements, if any, may be sold by any method permitted by law deemed to be an "at the market" 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 the Company's Common Stock, or sales made to or through a market maker other than on an exchange. The Company intends to use the proceeds from any sales in the Offering for general corporate purposes, which may include the repayment of existing indebtedness, the development or acquisition of additional properties as suitable opportunities arise and the renovation, expansion and improvement of the Company's existing properties.

The Company 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. Copies of the Equity Distribution Agreements are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K, and the descriptions of the material terms of the Equity Distribution Agreements in this Item 1.01 are qualified in their entirety by reference to such Exhibits, which are incorporated herein by reference.

(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    Equity Distribution Agreement, dated September 6, 2012, by and among the
        Company, the Operating Partnership and RBC Capital Markets, LLC.

10.2    Equity Distribution Agreement, dated September 6, 2012, by and among the
        Company, the Operating Partnership and RBS Securities Inc.

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10.3    Equity Distribution Agreement, dated September 6, 2012, by and among the
        Company, the Operating Partnership and Wells Fargo Securities, LLC.

10.4    Equity Distribution Agreement, dated September 6, 2012, by and among the
        Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner &
        Smith Incorporated.

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).