Item 1.01 Entry into Material Definitive Agreement.
On September 30, 2020, Sun Communities, Inc. (the "Company") entered into (a) a
forward sale agreement (the "Initial Forward Sale Agreement") with Citibank,
N.A., and (b) an underwriting agreement (the "Underwriting Agreement") with the
Company's operating partnership, Sun Communities Operating Limited Partnership
and, Citigroup Global Markets Inc., in its capacity (as agent for Citibank,
N.A.), as the forward seller, Citibank, N.A., as the forward counterparty, and
Citigroup Global Markets Inc. and BofA Securities, Inc., as representatives of
the several underwriters named in Schedule II thereto (collectively, the
"Underwriters"), relating to the issuance and sale of up to 9,200,000 shares
(the "Shares") of the Company's common stock (the "Common Stock") at a public
offering price of $139.50 per share, including an option to purchase up to
1,200,000 additional shares of Common Stock, which was exercised in full. In
connection with the Underwriters' exercise in full of such option, on October 1,
2020, the Company entered into another forward sale agreement (together with the
Initial Forward Sale Agreement, the "Forward Sale Agreements") with Citibank
N.A. The offering of the Shares closed on October 5, 2020.
The offering and sale of the Shares has been registered under the Securities Act
of 1933, as amended, pursuant to the Company's effective shelf registration
statement on Form S-3 (Registration No. 333-224179).
The foregoing description of the Forward Sale Agreements and the Underwriting
Agreement does not purport to be complete and is subject to, and qualified in
its entirety by, the full text of each such agreement, copies of which are
attached hereto as Exhibits 1.1, 1.2 and 1.3, respectively, and the terms of
which are incorporated herein by reference.
Item 8.01 Other Events.
Press Releases
On September 30, 2020, the Company issued a press release announcing the
commencement of the offering of the Shares. A copy of the press release is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
On September 30, 2020, the Company issued a press release announcing the pricing
and upsizing of the offering of the Shares. A copy of the press release is
attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
1.1 Forward Sale Agreement dated September 30, 2020 between Sun
Communities, Inc. and Citibank, N.A.
1.2 Forward Sale Agreement dated October 1, 2020 between Sun Communities,
Inc. and Citibank, N.A.
1.3 Underwriting Agreement dated September 30, 2020, among Sun Communities,
Inc., Sun Communities Operating Limited Partnership, Citigroup Global Markets,
Inc., in its capacity (as agent for Citibank, N.A.), as the forward seller,
Citibank, N.A., as the forward counterparty, and Citigroup Global Markets Inc.
and BofA Securities, Inc. as the representatives of the several underwriters
named in Schedule II thereto
5.1 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, a
Professional Corporation
23.1 C onsent of Baker, Donelson, Bearman, Caldwell & Berkowitz, a
Professional Corporation (included in Exhibit 5.1)
99.1 Press Release dated September 30 , 2020
99.2 Press Release dated September 30 , 2020
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