false000091259300009125932021-04-212021-04-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report: April 21, 2021
(Date of earliest event reported)

SUN COMMUNITIES INC.
(Exact name of registrant as specified in its charter)
Maryland1-1261638-2730780
(State of Incorporation)Commission file number(I.R.S. Employer Identification No.)
27777 Franklin Rd.Suite 200,Southfield,Michigan 48034
(Address of Principal Executive Offices) (Zip Code)
(248) 208-2500
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
SUI
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 1.01
Entry into Material Definitive Agreement

On April 21, 2021, Sun Communities, Inc. (the “Company”), as general partner of its operating subsidiary Sun Communities Operating Limited Partnership (“SCOLP”), entered into the Ninth 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 J Preferred Units.

The Series J Preferred Units provide for quarterly distributions on the $100.00 per unit issue price of 2.85% per year. Subject to certain limitations, each Series J Preferred Unit will be exchangeable at any time after its issuance date into that number of shares of the Company’s common stock (“Common Stock”) equal to the quotient obtained by dividing $100.00 by $165.00 (as such ratio is subject to adjustment for certain capital events). The Series J Preferred Units rank (i) senior to SCOLP’s outstanding common OP units and Series A-3 Preferred Units, 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, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units, Series I Preferred Units and any other partnership units that specifically provide that they will rank senior to the Series J Preferred Units. Subject to certain limitations, the holders of Series J Preferred Units will have the right to cause SCOLP to redeem all or a portion of their Series J Preferred Units for $100.00 per unit (plus any accrued but unpaid distributions) (i) during the 30-day period following a change of control of the Company, or (ii) any time after the fifth anniversary of the issuance date of the Series J Preferred Units.

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 of Equity Securities

On April 21, 2021, SCOLP issued 240,000 Series J Preferred Units at an issuance price of $100 per unit. All of the Series J Preferred Units were issued as consideration for the initial holder’s contribution of certain assets to SCOLP.

The issuance by SCOLP of the Series J 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 J 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 J Preferred Units within 120 days after April 21, 2021.

Notwithstanding the foregoing exchange and registration rights, the initial holder of the Series J Preferred Units has agreed not to sell or otherwise dispose of the Series J Preferred Units or the shares of Common Stock issuable upon the exchange of such securities for a period of 12 months after April 21, 2021, subject to certain limited exceptions.

Item 9.01
Financial Statements and Exhibits

(d)        Exhibits.

Exhibit No.Description
10.1*
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

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.
Dated: April 23, 2021
By:
/s/ Karen J. Dearing
Karen J. Dearing, Executive Vice President,
Chief Financial Officer, Secretary and Treasurer