SUN COMMUNITIES, INC. (NYSE:SUI) Files An 8-K Entry into a Material Definitive Agreement

SUN COMMUNITIES, INC. (NYSE:SUI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry into a Material Definitive Agreement.

On October 4, 2017, Sun Communities, Inc., a Maryland corporation (the “Company”) entered into a Second Amendment to Rights Agreement (the “Amendment”), which amended the Rights Agreement dated June 2, 2008, as amended, between the Company and Computershare Trust Company, N.A., as the rights agent. The Amendment accelerates the scheduled expiration date of the rights issued to the Rights Agreement (the “Rights”) from June 9, 2018 to October 4, 2017. Accordingly, as of 5:00 p.m., Boston, Massachusetts time, on October 4, 2017, the Rights Agreement will terminate. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock to the Rights Agreement will expire and no longer be outstanding.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form8-K,and is incorporated herein by reference.

Item 1.01

Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

Item 1.01

Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

Item 1.01

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Promptly following the expiration of the rights as described in Item 1.01 above, the Company will file articles supplementary to the Company’s charter (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland to reclassify and designate all 1,000,000 authorized but unissued shares of the Company’s Junior Participating Preferred Stock, $0.01 par value per share, as undesignated and unclassified shares of the Company’s preferred stock, $0.01 par value per share.

The foregoing description of the Articles Supplementary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form8-K,and is incorporated herein by reference.

On October 4, 2017, the Company issued a press release announcing the expiration of the rights and effective termination of the Rights Agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 1.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Articles Supplementary reclassifying Junior Participating Preferred Stock

4.1

Second Amendment to Rights Agreement, dated October 4, 2017, by and between Sun Communities, Inc. and Computershare Trust Company, N.A.

99.1

Press release dated October 4, 2017


SUN COMMUNITIES INC Exhibit
EX-3.1 2 exhibit31-articlessuppleme.htm EXHIBIT 3.1 – ARTICLES SUPPLEMENTARY Exhibit SUN COMMUNITIES,…
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About SUN COMMUNITIES, INC. (NYSE:SUI)

Sun Communities, Inc. (SHS) is a self-administered and self-managed real estate investment trust (REIT). The Company operates in two segments: Real Property Operations, and Home Sales and Rentals. The Real Property Operations segment owns, operates and develops manufactured housing (MH) and recreational vehicle (RV) throughout the United States and is in the business of acquiring, operating and expanding MH and RV communities. Real Property Operations include several home options of various sizes and designs and consist of MH communities and RV communities. The Home Sales and Rentals segment offers manufactured home sales and leasing services to tenants and prospective tenants of its communities. It is engaged in the marketing, selling and leasing of new and pre-owned homes to residents in its communities. It has regional property management offices located in Austin, Texas; Dayton, Ohio; Grand Rapids, Michigan; Traverse City, Michigan; Ft. Myers, Florida, and Orlando, Florida.

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