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SUI > SEC Filings for SUI > Form 8-K on 9-Nov-2012All Recent SEC Filings

Show all filings for SUN COMMUNITIES INC

Form 8-K for SUN COMMUNITIES INC


9-Nov-2012

Entry into a Material Definitive Agreement, Other Events, Financial Statement


Item 1.01 Entry into a Material Definitive Agreement.

On November 6, 2012, Sun Communities, Inc. (the "Company") and its operating partnership, Sun Communities Operating Limited Partnership, entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named in Schedule II to the Underwriting Agreement (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters, subject to the terms and conditions set forth in the Underwriting Agreement, an aggregate of 3,000,000 shares (the "Offered Shares") of the Company's 7.125% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the "Series A Preferred Stock"). The Company also granted to the Underwriters a 30-day option to purchase up to an additional 450,000 shares of Series A Preferred Stock (the "Option Shares" and, together with the Offered Shares, the "Shares"). The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions. The offering and sale of the Shares have been registered under the Securities Act of 1933, as amended, pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-181315).
The preceding description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 8.01 Other Events.

On November 6, 2012, the Company issued a press release announcing the pricing of the Shares. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
On November 9, 2012, Ober, Kaler, Grimes & Shriver, a Professional Corporation, delivered its legality opinion with respect to the Shares. The legality opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.   Description
     1.1      Underwriting Agreement, dated November 6, 2012, by and among Sun
              Communities, Inc., Sun Communities Operating Limited Partnership,
              and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner
              & Smith Incorporated, as representatives of the several Underwriters
              named in Schedule II attached thereto
     5.1      Opinion of Ober, Kaler, Grimes & Shriver, a Professional Corporation
     8.1      Opinion of Jaffe, Raitt, Heuer & Weiss, Professional Corporation
    12.1      Calculation of Earnings to Combined Fixed Charges and Preferred
              Stock Dividends
    23.1      Consent of Ober, Kaler, Grimes & Shriver, a Professional Corporation
              (included in Exhibit 5.1)
    23.2      Consent of Jaffe, Raitt, Heuer & Weiss, Professional Corporation
              (included in Exhibit 8.1)
    99.1      Press Release dated November 6, 2012


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