Item 1.01 Entry into a Material Definitive Agreement
We also extended the term of our Term Loan. The Term Loan matures on
Pursuant to an Amended, Restated and Consolidated Guaranty (the "Amended, Restated and Consolidated Guaranty") dated
In connection with the Term Loan, we also entered into a three year LIBOR Swap Agreement (the "Swap") allowing us to trade the variable interest rate for a fixed interest rate on the Term Loan. The Swap fixes the underlying LIBOR rate on the Term Loan at 1.04% per annum for the first three years and, based on anticipated leverage at the time of closing, our spread over LIBOR will be 1.35% resulting in an initial estimated all-in interest rate of 2.39% per annum.
The foregoing summaries of the Amended, Restated, and Consolidated Credit Agreement, the Amended, Restated and Consolidated Guaranty and the amendments to the LOC and Term Loan are qualified in their entirety by reference to the text of the Amended, Restated and Consolidated Credit Agreement and the Amended, Restated and Consolidated Guaranty, each of which is attached as Exhibit 10.1 and 10.2, respectively, and which are incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition
The news release also contains detailed guidance assumptions on our projections for 2014. We project our normalized funds from operations ("Normalized FFO") and our funds from operations ("FFO") per share (fully diluted) for the three months ending
We also project our net income per share (fully diluted) for the three months ending
The projected 2014 per share amounts represent a range of possible outcomes and the mid-point of each range reflects management's best estimate of the most likely outcome. Actual figures could vary materially from these amounts if any of our assumptions are incorrect. The news release is furnished as Exhibit 99.1 to this report on Form 8-K. The news release was also posted on our website, www.equitylifestyle.com, on
The information contained in Item 2.02 of this report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the
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.
This report includes 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 our expectations, goals or intentions regarding the future, and the expected effect of our recent acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to: • our ability to control costs, real estate market conditions, the actual
rate of decline in customers, the actual use of sites by customers and our success in acquiring new customers at our properties (including those that we may acquire); • our ability to maintain historical or increase future rental rates and occupancy with respect to properties currently owned or that we may acquire; • our ability to retain and attract customers renewing, upgrading and entering right-to-use contracts;
• our assumptions about rental and home sales markets;
• our assumptions and guidance concerning 2014 estimated net income, FFO and Normalized FFO;
• our ability to manage counterparty risk;
• 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; • effective integration of recent acquisitions and our estimates regarding the future performance of recent acquisitions; • the completion of future transactions in their entirety and, if any, and timing and effective integration with respect thereto; • unanticipated costs or unforeseen liabilities associated with recent acquisitions; • 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;" • the outcome of the case currently pending in the
CaliforniaSuperior Court for Santa Clara County, Case No. 109CV140751, involving our California Hawaiian manufactured home property including any post-trial proceedings in the trial court or on appeal; and • other risks indicated from time to time in our 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. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
Item 9.01 Financial Statements and 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
Exhibit 10.1 Amended, Restated and Consolidated Credit Agreement, dated
July 17, 2014, by and among Equity Lifestyle Properties, Inc. MHC Operating Limited Partnership, Wells Fargo Bank, N.A.and each of the Lenders set forth therein 10.2 Amended, Restated and Consolidated Guaranty dated July 17, 2014by Equity Lifestyle Properties, Inc.in favor of Wells Fargo Bank, N.A.99.1 Equity LifeStyle Properties, Inc.press release dated July 21, 2014, "ELS Reports Second Quarter Results"