Item 1.01 Entry into a Material Definitive Agreement
OnSeptember 30, 2020 ,Sun Communities, Inc. (the "Company"), as general partner of its operating subsidiarySun Communities Operating Limited Partnership ("SCOLP"), entered into the Sixth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of SCOLP (the "Partnership Amendment"). The Partnership Amendment created a new class of OP units named Series G Preferred Units. The Series G Preferred Units provide for quarterly distributions of 3.20% per year. Subject to certain limitations, each Series G Preferred Unit is exchangeable at any time after its issuance date into that number of shares of the Company's common stock equal to the quotient obtained by dividing$100.00 by$155.00 (as such ratio is subject to adjustment for certain capital events). The Series G Preferred Units rank (i) senior to SCOLP's outstanding Common OP Units, Series A-3 Preferred Units, and all other OP Units not designated as on par with or junior to the Series G Preferred Units (including any Series H Preferred Units that may be issued in the future), and (ii) junior to SCOLP's outstanding Preferred OP Units, Series A-1 Preferred Units, Series A-4 Preferred Units, Series C Preferred Units, Series D Preferred Units, Series E Preferred Units, and Series F Preferred Units. Subject to certain limitations, the holders of the Series G Preferred Units will have the right to cause SCOLP to redeem all or a portion of their Series G Units for$100.00 per unit (plus any accrued but unpaid distributions) any time after the earlier of: (i) the fifth anniversary of the issuance date of the Series G Preferred Units; or (ii) if the holder of the Series G Preferred Units is a natural person, after SCOLP's receipt of the notice of the death of such holder The foregoing description of the Partnership Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Partnership Amendment, a copy of which is attached hereto as Exhibit 10.1, and the terms of which are incorporated by reference herein. Item 3.02 Unregistered Sales ofEquity Securities
On
The issuance by SCOLP of all of such securities was made in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.
The description of the exchange rights applicable to Series G Preferred Units set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 10.1 Sixth Amendment to the Fourth Amended and
Restated Agreement of Limited
Partnership ofSun Communities Operating Limited Partnership , datedSeptember 30, 2020 .
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