Item 1.01 Entry into a Material Definitive Agreement.

On April 28, 2020, 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 BofA Securities, Inc., as representatives of the several underwriters named in Schedule II thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 4,320,000 shares (the "Offered Shares") of the Company's common stock (the "Common Stock") at a price of $127.4390 per share. The Company also granted the Underwriters a 30-day option to purchase up to 648,000 additional shares of Common Stock (the "Option Shares" and, together with the Offered Shares, the "Shares"), which was exercised in full. The offering closed on May 1, 2020.

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. 333-224179).

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.




Item 8.01 Other Events.

On April 28, 2020, the Company issued a press release announcing the commencement 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.

On April 29, 2020, the Company issued a press release announcing the pricing and upsizing of the offering of the Shares. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits




(d)    Exhibits.
Exhibit No.    Description
    1.1          Underwriting Agreement dated April 28, 2020, among Sun
               Communities, Inc., Sun Communities Operating Limited Partnership,
               Citigroup Global Markets Inc. and BofA Securities, Inc.
    5.1          Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, a
               Professional Corporation
    23.1         Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, a
               Professional Corporation (included in Exhibit 5.1)
    99.1         Press Release dated April 28, 2020
    99.2         Press Release dated April 29, 2020

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses