Equity LifeStyle Properties, Inc. (NYSE: ELS) (the " Company") today announced that it has commenced an offer (the " Offer") to acquire all of the 8,000,000 outstanding shares of its 8.034% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the " Series A Shares").
For each Series A Share that the Company will acquire pursuant to the Offer, the Company will exchange consideration comprised of (i) one newly issued depositary share (each a " Depositary Share") representing 1/100 th of a share of its newly created 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (each 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 unpaid dividends accrued on such tendered Series A Share through and including the Expiration Date. Dividends on the Series C Shares (and, therefore the Depositary Shares) to be issued pursuant to the Offer will accrue from the calendar day after the Expiration Date, regardless of the actual date of issuance.
The Series C Shares as represented by the Depositary Shares are substantially the same as the Series A Shares, except that:
- The Company will not have the right to call the Series C Shares (and, therefore, the Depositary Shares) for redemption until September 7, 2017 (a no-call period of approximately five years, as compared to the Series A Shares , which are callable for redemption at any time), except upon certain transactions involving a change in control of the Company;
- The dividend rate on the Series C Shares as represented by the Depositary Shares will be 6.75% (as compared to 8.034% on the Series A Shares); and
- There are certain other minor differences described in the Offer to Exchange dated August 9, 2012 (the " Offer to Exchange").
The Offer will expire at midnight, New York City Time, on September 7, 2012, unless extended or terminated by us.
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