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ELS > SEC Filings for ELS > Form 8-K on 10-Sep-2012All Recent SEC Filings

Show all filings for EQUITY LIFESTYLE PROPERTIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for EQUITY LIFESTYLE PROPERTIES INC


10-Sep-2012

Unregistered Sale of Equity Securities, Other Events, Financial S


Item 3.02. Unregistered Sales of Equity Securities.

As further described in Item 8.01, on September 10, 2012, Equity LifeStyle Properties, Inc., a Maryland corporation (the "Company") announced that, following the expiration of the Company's tender offer (the "Offer") for shares of its 8.034% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the "Series A Shares"), the Company has accepted for purchase all of the Series A Shares that were validly tendered and not withdrawn prior to the expiration of the Offer. Based on preliminary results provided by the depositary for the Offer, the number of Series A Shares accepted for purchase is approximately 5.4 million. Pursuant to the terms of the Offer, the consideration payable for each validly tendered Series A Share (the "Offer Consideration") is (i) one newly issued depositary share (each a "Depositary Share") representing 1/100th of a share of the Company's newly created 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (a "Series C Share") with a liquidation value equal to $25.00 per Depositary Share, plus (ii) cash in an amount equal to the amount of all unpaid dividends accrued on such tendered Series A Share through and including midnight, New York City Time, on September 7, 2012 (the "Expiration Date"), which was estimated to be approximately $0.3849625 per Series A Share.

The Depositary Shares have been offered and sold exclusively to existing holders of the Series A Shares pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 3(a)(9) of the Securities Act.



Item 8.01. Other Events.

As further described in the press release attached as Exhibit 99.1 hereto, on September 10, 2012 the Company announced that the Offer had expired on Friday, September 7, 2012. The Company further announced its determination that the conditions of the Offer have been satisfied and that the Company has accepted for purchase all of the Series A Shares that were validly tendered and not withdrawn prior to the expiration of the Offer. Based on preliminary results provided by the depositary for the Offer, the number of Series A Shares accepted for purchase is approximately 5.4 million, representing approximately 68% of the outstanding Series A Shares. The Company intends to arrange for delivery of the Offer Consideration as soon as practicable.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number       Name of Exhibit
99.1         Press Release of Equity LifeStyle Properties, Inc. dated September
             10, 2012

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