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 January 17, 2023, 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 $400 million in aggregate principal amount of its 5.700% Notes due 2033 (the "Notes").

The Operating Partnership intends to use the net proceeds from the Offering of approximately $395.3 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, to fund possible future acquisitions of properties, 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 Fourth Supplemental Indenture, dated as of January 17, 2023, 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 Securities and Exchange Commission (the "Commission") on January 10, 2023, the purchase price paid by the Underwriters for the Notes was 99.079% of the principal amount thereof. The Notes are the Operating Partnership's senior unsecured obligations and rank equally in right of payment with all of the Operating Partnership's other existing and future senior unsecured indebtedness. The Notes are effectively subordinated in right of payment to: (i) all of the Obligors' existing and future secured indebtedness; (ii) all existing and future indebtedness and other liabilities, whether secured or unsecured of the Obligors' subsidiaries; and (iii) all preferred equity not owned by the Obligors, if any, in their respective subsidiaries. Interest on the Notes will accrue at the rate of 5.700% per annum and will be payable semi-annually in arrears on January 15 and July 15, beginning on July 15, 2023. The Notes will mature on January 15, 2033.

The Operating Partnership may, at its option, redeem the Notes, in whole or in part, at any time or from time to time prior to October 15, 2032, at a redemption price equal to the greater of:



  •   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 October 15, 2032, the Operating Partnership may, at its option, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to the applicable redemption date.

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 the Operating 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 the Operating 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 the
          Operating Partnership, the Company or any subsidiary of the Operating
          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 the Operating Partnership from the
          Trustee (or to the Operating 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 the Operating
          Partnership or the Company or any significant subsidiary of either the
          Operating 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.

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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 of June 28, 2021 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 28, 2021)

 4.2          Fourth Supplemental Indenture, dated as of January 17, 2023 by and
            among Sun Communities Operating Limited Partnership, Sun Communities,
            Inc., and UMB 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 of Hunton Andrews Kurth LLP

 5.2          Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, a
            professional corporation

 5.3          Opinion of Taft Stettinius & Hollister LLP

23.1          Consent of Hunton 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 of Taft Stettinius & Hollister LLP (Included in Exhibit 5.3)


104         Cover Page Interactive Data File (embedded within the inline XBRL
            document)

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