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| SUI > SEC Filings for SUI > Form 8-K on 14-Mar-2013 | All Recent SEC Filings |
14-Mar-2013
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
On March 12, 2013, Sun Communities, Inc. (the "Company") and its operating partnership, Sun Communities Operating Limited Partnership (the "Partnership"), entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule II of the Underwriting Agreement (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 5,000,000 shares (the "Offered Shares") of the Company's common stock (the "Common Stock") at a price of $43.44 per share. The Company also granted the Underwriters a 30-day option to purchase up to 750,000 additional shares of Common Stock (the "Option Shares" and, together with the Offered Shares, the "Shares"). 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).
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference.
Item 8.01 Other Events.
Press Release
On March 12, 2013, the Company issued a press release announcing the terms of
the offering of the Shares. A copy of the press release is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
Commitment Letter for Potential Debt Financing
On March 8, 2013, the Company entered into a commitment letter with Citigroup
Global Markets Inc. ("Citigroup"), Bank of America, N.A. ("Bank of America"),
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, ("Merrill Lynch"),
pursuant to which, and subject to the terms and conditions set forth therein,
Citigroup (on behalf of its affiliates) and Bank of America (on behalf of its
affiliates) each committed to lend the Company $100 million under a new $300
million senior secured revolving credit facility. An affiliate of Citigroup is
expected to act as administrative agent, and Bank of America is expected to be
the syndication agent. Citigroup and Merrill Lynch, each in its capacity as
bookrunner and lead arranger agreed to use their commercially reasonable efforts
to arrange a syndicate of lenders to lend the remaining $100 million. On March
8, 2013, Bank of Montreal committed, in its capacity as a co-lead arranger and
documentation agent, to lend, subject to certain conditions, the remaining $100
million under the new credit facility. This new facility is expected to replace
the Company's existing $150 million senior secured revolving credit facility and
could be increased to up to $600 million, subject to the satisfaction of certain
conditions and the approval of the administrative agent. This potential new
facility is contemplated to have a four-year term with an option to extend for
one additional year and to bear interest at a floating rate based on Eurodollar
plus a margin that is determined based on the Company's leverage ratio, which
can range from 1.65% to 2.90%. The new facility is expected to be secured by a
first priority lien on all of the Company's equity interests in each entity that
owns, directly or indirectly, all or a portion of the properties constituting
the borrowing base and collateral assignments of the Company's senior and junior
debt positions in certain borrowing base properties. The closing of this new
credit facility is subject to the negotiation and execution of definitive
documentation acceptable to the parties and is subject to closing contingencies.
The Company cannot assure that it will be able to successfully establish this
new credit facility on the terms described above or at all.
(d) Exhibits. Exhibit No. Description
1.1 Underwriting Agreement dated March 12, 2013, among Sun Communities, Inc.,
Sun Communities Operating Limited Partnership, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Citigroup Global Markets Inc., as
representatives of the several underwriters named in Schedule II thereto
5.1 Opinion of Ober, Kaler, Grimes & Shriver, a Professional Corporation
8.1 Opinion of Jaffe, Raitt, Heuer & Weiss, Professional Corporation
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 March 12, 2013
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