Sun Communities, Inc. (NYSE:SUI) (the “Company”), a real estate investment trust (“REIT”) that owns and operates or has an interest in manufactured housing (“MH”) communities, recreational vehicle (“RV”) resorts and marinas, today announced the pricing of an underwritten public offering of 3,500,000 shares of its common stock at a public offering price of $185.00 per share in connection with the forward sale agreement described below. As part of this offering, the Company granted the underwriters a 30-day option to purchase up to an additional 525,000 shares of its common stock. The offering was upsized from 2,750,000 shares to 3,500,000 shares. The offering is expected to close on Thursday, November 18, 2021, subject to customary closing conditions.
The Company has entered into a forward sale agreement with Citibank, N.A. (the “Forward Purchaser”) with respect to 3,500,000 shares of its common stock (and expects to enter into forward sale agreements with respect to an aggregate of 4,025,000 shares if the underwriters exercise their option to purchase additional shares in full). In connection with the forward sale agreement, the Forward Purchaser or its affiliates are expected to borrow and sell to the underwriters an aggregate of 3,500,000 shares of the common stock that will be delivered in this offering (or an aggregate of 4,025,000 shares if the underwriters exercise their option to purchase additional shares in full). Subject to the Company’s right to elect cash or net share settlement, which right is subject to certain conditions, the Company intends to deliver, upon physical settlement of such forward sale agreement on one or more dates specified by the Company occurring no later than November 18, 2022, an aggregate of 3,500,000 shares of its common stock (or an aggregate of 4,025,000 shares if the underwriters exercise their option to purchase additional shares in full) to the Forward Purchaser in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price, less underwriting discounts and commissions, and will be subject to certain adjustments as provided in the forward sale agreement.
The Company will not initially receive any proceeds from the sale of shares of its common stock by the Forward Purchaser or its affiliates in the offering. The Company intends to use the net proceeds, if any, received upon the future settlement of the forward sale agreement to fund a portion of the cash component of the consideration for its previously announced acquisition of Park Holidays UK, to repay borrowings outstanding under its senior credit facility, to fund possible future acquisitions of properties and/or for working capital and general corporate purposes. The consummation of the acquisition is subject to a required regulatory approval. If for any reason the acquisition is not consummated, the Company intends to use the net proceeds, if any, received upon the future settlement of the forward sale agreement to repay borrowings outstanding under its senior credit facility, to fund possible future acquisitions of properties and for working capital and general corporate purposes.
Citigroup, RBC Capital Markets, BofA Securities, BMO Capital Markets, and J.P. Morgan are acting as book-running managers for the offering.
The offering will be made only by means of a prospectus supplement and accompanying prospectus, copies of which may be obtained by contacting Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146 or email to: [email protected]; by contacting RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098; Attention: Equity Syndicate; Phone: 877-822-4089; Email: [email protected]; by contacting BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department or by email at [email protected]; by contacting BMO Capital Markets Corp., 151 W 42nd Street, 32nd Floor, New York, NY 10036, Attn: Equity Syndicate Department, Telephone: (800) 414-3627, or by email at [email protected]; or by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (866) 803-9204 or by email at [email protected].
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted.
About Sun Communities, Inc.
Sun Communities, Inc. is a REIT that, as of September 30, 2021, owned, operated, or had an interest in a portfolio of 584 developed MH, RV and marina properties comprising nearly 155,900 developed sites and nearly 44,900 wet slips and dry storage spaces in 38 states, Canada and Puerto Rico.