SUN COMMUNITIES: Material Agreement & Unregistered Equity Sales

TL;DR

**SUI just made a big deal and sold new stock privately, watch for details on impact.**

AI Summary

SUN COMMUNITIES INC (SUI) filed an 8-K on January 3, 2024, reporting an "Entry into a Material Definitive Agreement" and "Unregistered Sales of Equity Securities" as of December 31, 2023. This indicates the company has made a significant deal and issued new stock without a public offering. For investors, this matters because unregistered sales can dilute existing shareholder value if not done at a premium or for strategic growth, and the material agreement could significantly impact future performance, positively or negatively.

Why It Matters

This filing signals a significant corporate action and potential dilution for existing shareholders, which could affect the stock's value and future earnings per share.

Risk Assessment

Risk Level: medium — The risk is medium because while a material agreement could be beneficial, unregistered equity sales often dilute existing shareholders, and the specific terms are not yet fully disclosed in this summary.

Analyst Insight

A smart investor would monitor for subsequent filings (like a 10-K or 10-Q) or press releases from SUN COMMUNITIES INC to understand the specific terms and financial implications of the 'Material Definitive Agreement' and the 'Unregistered Sales of Equity Securities' before making any investment decisions.

Key Numbers

• December 31, 2023 — Earliest Event Date (Indicates when the material definitive agreement and unregistered sales of equity securities occurred.)
• January 3, 2024 — Filing Date (The date the 8-K was publicly filed, informing investors of the events.)

Key Players & Entities

• SUN COMMUNITIES INC (company) — the registrant filing the 8-K
• December 31, 2023 (date) — date of the earliest event reported
• January 3, 2024 (date) — date the 8-K was filed
• Maryland (company) — state of incorporation for SUN COMMUNITIES, INC.
• 1-12616 (dollar_amount) — Commission file number
• 38-2730780 (dollar_amount) — I.R.S. Employer Identification No.
• 27777 Franklin Rd. Suite 300, Southfield, Michigan 48034 (company) — Address of Principal Executive Offices
• 248-208-2500 (dollar_amount) — Registrant’s telephone number
• SUI (company) — Trading Symbol for Common Stock
• New York Stock Exchange (company) — Exchange where Common Stock is registered

Forward-Looking Statements

• Further details regarding the 'Material Definitive Agreement' will be disclosed in subsequent filings or press releases. (SUN COMMUNITIES INC) — high confidence, target: Q1 2024
• The 'Unregistered Sales of Equity Securities' will lead to a slight dilution of existing shareholder ownership. (SUN COMMUNITIES INC) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value SUI New York Stock Exchange
• $100.00 — vide for quarterly distributions on the $100.00 per unit issue price of 3.5% per year.
• $100.00 b — L Exchange Rate") obtained by dividing $100.00 by $160.00 (the "Series L Conversion Pric
• $160.00 — Rate") obtained by dividing $100.00 by $160.00 (the "Series L Conversion Price") (as s
• $100 — Preferred Units at an issuance price of $100 per unit. All of the Series L Preferred

Filing Documents

• sui-20231231.htm (8-K) — 32KB
• twelfthamendmenttothefourt.htm (EX-10.1) — 104KB
• sui-20231231_g1.jpg (GRAPHIC) — 15KB
• 0000912593-24-000004.txt ( ) — 323KB
• sui-20231231.xsd (EX-101.SCH) — 2KB
• sui-20231231_lab.xml (EX-101.LAB) — 25KB
• sui-20231231_pre.xml (EX-101.PRE) — 13KB
• sui-20231231_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Effective December 31, 2023, Sun Communities, Inc. (the "Company"), as general partner of its operating subsidiary Sun Communities Operating Limited Partnership ("SCOLP"), entered into the Twelfth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of SCOLP (the "Partnership Amendment"). The Partnership Amendment created a new class of preferred OP units named Series L Preferred Units. The Series L Preferred Units provide for quarterly distributions on the $100.00 per unit issue price of 3.5% per year. Subject to certain limitations, each Series L Preferred Unit will be exchangeable at any time after its issuance date into that number of shares of the SCOLP's common OP units (the "Common Units") equal to the quotient (the "Series L Exchange Rate") obtained by dividing $100.00 by $160.00 (the "Series L Conversion Price") (as such ratio is subject to adjustment for certain capital events). Each Common Unit is exchangeable for one share of the Company's common stock (the "Common Stock"). The Series L Preferred Units rank (i) senior to SCOLP's outstanding Common Units and Series A-3 Preferred Units, and (ii) junior to all other series of SCOLP's outstanding preferred OP Units and all other partnership units that specifically provide that they will rank senior to the Series L Preferred Units. SCOLP will have the right to cause the holders of Series L Preferred Units to exchange the Series L Preferred Units into Common Units at the Series L Exchange Rate (as such ratio is subject to adjustment for certain capital events) (i) at any time after the fifth anniversary of the issuance date of the Series L Preferred Units or (ii) if, at any time the trading price of the Company's Common Stock for each of the preceding 60 trading days is equal to or greater than 120% of the Series L Conversion Price. The foregoing description of the Partnership Amendment does not purport to be complete and is su

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities Effective December 31, 2023, SCOLP issued 20,000 Series L Preferred Units at an issuance price of $100 per unit. All of the Series L Preferred Units were issued as consideration for the initial holders' contribution of certain assets to SCOLP. The issuance by SCOLP of the Series L Preferred Units 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 L Preferred Units set forth in Item 1.01 above is incorporated herein by reference. The Company has agreed to use its commercially reasonable efforts to register the resale of the shares of Common Stock underlying the Series L Preferred Units within 180 days after December 31, 2023.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1* Twelfth Amendment to Agreement of Limited Partnership of Sun Communities Operating Limited Partnership, dated December 31, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because such schedules and exhibits do not contain information which is material to an investment decision or which is not otherwise disclosed in the filed agreements. The Company will furnish the omitted schedules and exhibits to the SEC upon request by the SEC.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. SUN COMMUNITIES, INC. Da ted: January 3 , 2024 By: /s/ Fernando Castro-Caratini Fernando Castro-Caratini, Executive Vice President, Chief Financial Officer, Secretary and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR