Sun Communities Inc.
10/02/2026 | Press release | Distributed by Public on 10/02/2026 09:19
Material Agreement, Private Placement (Form 8-K)
| Item 1.01 |
Entry into a Material Definitive Agreement
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On October 1, 2026, Sun Communities, Inc. (the "Company"), as general partner of its operating subsidiary Sun Communities Operating Limited Partnership ("SCOLP"), entered into the Thirteenth 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 M Preferred Units.
The Series M Preferred Units provide for quarterly distributions on the $100.00 per unit issue price of 3.2% per year during the 12 months ending October 1, 2027, 3.4% per year during the 12 months ending October 1, 2028, and 3.6% thereafter. Subject to certain limitations, each Series M Preferred Unit will be exchangeable at any time after its issuance date into that number of shares of the Company's common stock equal to the quotient (the "Series M Exchange Rate") obtained by dividing $100.00 by $174.00 (the "Series M Conversion Price") (as such ratio is subject to adjustment for certain capital events). The Series M Preferred Units rank (i) senior to SCOLP's outstanding Common OP 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 M Preferred Units. Subject to certain limitations, the holders of Series M Preferred Units will have the right to cause SCOLP to redeem all or a portion of their Series M Preferred Units for $100.00 per unit (plus any accrued but unpaid distributions) at any time on or after October 1, 2027.
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
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On October 1, 2026, SCOLP issued 283,126 Series M Preferred Units at an issuance price of $100 per unit. All of the Series M Preferred Units were issued as consideration for the initial holder's contribution of certain assets to SCOLP.
The issuance by SCOLP of the Series M 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 and redemption rights applicable to Series M Preferred Units set forth in Item 1.01 above is incorporated herein by reference.
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