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.
Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
The Notes are fully and unconditionally guaranteed by the Company. The terms of
the Notes are governed by an indenture, dated as of
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
• 100% of the principal amount of the Notes to be redeemed; or • a "make-whole" amount as defined and calculated in accordance with the Indenture;
plus, in each case, accrued and unpaid interest thereon to the applicable redemption date.
On or after
Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:
• failure to pay interest on the Notes when due, continued for 30 days; • failure to pay principal of, or premium, if any, on, the Notes when due; • failure by theOperating Partnership or the Company for 60 days after written notice from the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes to comply with any of the other agreements of theOperating Partnership or the Company, respectively, in the Indenture with respect to the Notes; • failure to pay any debt (other than non-recourse debt) (a) of theOperating Partnership , the Company or any subsidiary of theOperating Partnership or the Company and (b) in an outstanding principal amount in excess of$75,000,000 , at final maturity or upon acceleration after the expiration of any applicable grace period, which debt is not discharged, or such default in payment or acceleration is not cured or rescinded, within 60 days after written notice to theOperating Partnership from the Trustee (or to theOperating Partnership and the Trustee from holders of at least 25% in principal amount of the outstanding Notes); • certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of theOperating Partnership or the Company or any significant subsidiary of either theOperating Partnership or the Company or all or substantially all of their respective property; or • except as permitted by the Indenture, any guarantee of the Notes is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any guarantor of the Notes, or any person acting on their behalf, denies or disaffirms the obligations of a guarantor of the Notes, except, in each case, by reason of the release of such guarantee of the Notes in accordance with provisions of the Indenture.
If an event of default occurs and is continuing, the Trustee or the holders of not less than 25% in principal amount of the Notes outstanding may declare the principal amount of the Notes to be due and payable. Upon such a declaration, such principal amount will become due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization with respect to the Company occurs and is continuing, the principal amount of the Notes outstanding will become immediately due and payable without any declaration or other act on the part of the trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the Notes outstanding may rescind any such acceleration with respect to the Notes and its consequences.
--------------------------------------------------------------------------------
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Base Indenture, the Supplemental Indenture and the form of Note, which are filed as Exhibits 4.1, 4.2, and 4.3, respectively, to this Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 4.1 Indenture, dated as ofJune 28, 2021 by and betweenSun Communities Operating Limited Partnership andUMB Bank, N.A . as trustee (incorporated by reference toSun Communities, Inc.'s Current Report on Form 8-K filedJune 28, 2021 ) 4.2 Fourth Supplemental Indenture, dated as ofJanuary 17, 2023 by and amongSun Communities Operating Limited Partnership ,Sun Communities, Inc. , andUMB Bank, N.A . as trustee 4.3 Form of Global Note for 5.700% Notes due 2033 (included in Exhibit 4.2 above) 5.1 Opinion ofHunton Andrews Kurth LLP 5.2 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, a professional corporation 5.3 Opinion ofTaft Stettinius & Hollister LLP 23.1 Consent ofHunton Andrews Kurth LLP (included in Exhibit 5.1) 23.2 Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, a professional corporation (included in Exhibit 5.2) 23.3 Consent ofTaft Stettinius & Hollister LLP (Included in Exhibit 5.3) 104 Cover Page Interactive Data File (embedded within the inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source