Sun Communities Reports New Material Agreement & Financial Obligation

TL;DR

**SUI just took on a new material financial obligation, details to follow.**

AI Summary

Sun Communities, Inc. filed an 8-K on January 11, 2024, to report an event that occurred on the same day. This filing indicates an "Entry into a Material Definitive Agreement" and the "Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement." While the specific details of the agreement and obligation are not disclosed in this summary filing, it signals that Sun Communities has entered into a significant new financial commitment. For investors, this matters because new material agreements or financial obligations can impact the company's future cash flow, debt levels, and overall financial health, potentially affecting stock valuation.

Why It Matters

This filing signals that Sun Communities, Inc. has taken on a new significant financial commitment, which could affect its balance sheet and future profitability. Investors should monitor for further details to understand the nature and impact of this obligation.

Risk Assessment

Risk Level: medium — The filing indicates a new material financial obligation without providing specific details, creating uncertainty about its potential impact on the company's financial health.

Analyst Insight

A smart investor would await a subsequent filing (like a 10-Q or another 8-K) or press release from Sun Communities, Inc. to get the specific details of the material definitive agreement and financial obligation before making any investment decisions.

Key Players & Entities

• SUN COMMUNITIES INC (company) — the registrant filing the 8-K
• January 11, 2024 (date) — date of earliest event reported and filing date
• Maryland (company) — state of incorporation for Sun Communities, Inc.
• 27777 Franklin Rd. Suite 300, Southfield, Michigan 48034 (company) — address of principal executive offices for Sun Communities, Inc.
• SUI (company) — trading symbol for Sun Communities, Inc. Common Stock
• New York Stock Exchange (company) — exchange where Sun Communities, Inc. Common Stock is registered

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value SUI New York Stock Exchange
• $500 million — ten public offering (the "Offering") of $500 million in aggregate principal amount of its 5.
• $495.4 million — eeds from the Offering of approximately $495.4 million after deducting the underwriting discou
• $75,000,000 — tstanding principal amount in excess of $75,000,000, at final maturity or upon acceleration

Filing Documents

• sui-20240111.htm (8-K) — 51KB
• exhibit42-fifthsupplementa.htm (EX-4.2) — 241KB
• exhibit51-hakopinion.htm (EX-5.1) — 27KB
• exhibit52-mdopinion.htm (EX-5.2) — 29KB
• exhibit53-taftopinion.htm (EX-5.3) — 29KB
• image_1.jpg (GRAPHIC) — 7KB
• image_1a.jpg (GRAPHIC) — 63KB
• image_1b.jpg (GRAPHIC) — 9KB
• sui-20240111_g1.jpg (GRAPHIC) — 15KB
• 0000912593-24-000017.txt ( ) — 718KB
• sui-20240111.xsd (EX-101.SCH) — 2KB
• sui-20240111_lab.xml (EX-101.LAB) — 25KB
• sui-20240111_pre.xml (EX-101.PRE) — 13KB
• sui-20240111_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant. On January 11, 2024, Sun Communities Operating Limited Partnership (the "Operating Partnership"), a Michigan limited partnership and subsidiary of Sun Communities, Inc., a Maryland corporation (the "Company", and, together with the Operating Partnership, the "Obligors"), completed an underwritten public offering (the "Offering") of $500 million in aggregate principal amount of its 5.500% Notes due 2029 (the "Notes"). The Operating Partnership intends to use the net proceeds from the Offering of approximately $495.4 million after deducting the underwriting discount and estimated expenses related to the Offering payable by the Operating Partnership, to repay borrowings outstanding under its senior credit facility and for working capital and general corporate purposes. The Notes are fully and unconditionally guaranteed by the Company. The terms of the Notes are governed by an indenture, dated as of June 28, 2021 (the "Base Indenture"), by and between the Operating Partnership and UMB Bank, N.A., as trustee (the "Trustee"), as amended and supplemented by a Fifth Supplemental Indenture, dated as of January 11, 2024, by and among the Obligors and the Trustee (the "Supplemental Indenture", and, together with the Base Indenture, the "Indenture"). The Indenture contains covenants that limit the ability of the Operating Partnership and its subsidiaries to (a) consummate a merger, consolidation or sale of all or substantially all of their assets; and (b) incur secured and unsecured indebtedness. The Indenture also contains covenants regarding (i) provision of financial information, (ii) maintenance of properties, (iii) payment of taxes and other claims, and (iv) insurance. Pursuant to the Underwriting Agreement among the Obligors and the underwriters named therein (the "Underwriters") filed as Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 4.1 Indenture , dated as of June 28, 202 1 by and between Sun Communities Operating Limited Partnership and UMB Bank, N.A. as trustee (incorporated by reference to Sun Communities, Inc.'s Current Report on Form 8-K filed June 2 8 , 2021). 4.2 Fifth Supplemental Indenture, dated as of January 11, 2024 by and among Sun Communities Operating Limited Partnership, Sun Communities, Inc., and UMB B ank, N . A . as trustee. 4.3 Form of Global Note for 5.500% Notes due 2029 (included in Exhibit 4.2 above) 5.1 Opinion of Hunton Andrews Kurth LLP 5.2 Opinion of Baker, Donelson, B earman, Caldwell & Berkowitz, a professional corporation 5.3 Opinion of Taft Stettinius & Hollister LLP 23.1 Consent of Hunton Andrews K u rth LLP (included in Exhibit 5.1) 23.2 Con sent of Baker , Donelson, Bearman, Caldwell & Berkowitz, a professional corporation (included in Exhibit 5.2) 23.3 Consent of Taft Stettinius & Hollister LLP (Included in Exhibit 5.3) 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 11 , 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