Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.




 Item 2.03            Creation of a Direct Financial Obligation under an Off-Balance Sheet
                      Arrangement of a Registrant.



On October 5, 2021, Sun Communities Operating Limited Partnership (the
"Operating Partnership"), a Michigan limited partnership and subsidiary of Sun
Communities, Inc., a Maryland corporation (the "Company", and, together with the
Operating Partnership, the "Obligors"), completed an underwritten public
offering (the "Offering") of $450 million in aggregate principal amount of its
2.300% Senior Notes due 2028 (the "2028 Notes") and $150 million in aggregate
principal amount of its 2.700% Senior Notes due 2031 (the "2031 Notes", and,
together with the 2028 Notes, the "Notes"). The 2031 Notes are additional notes
of the same series as the $600 million aggregate principal amount of 2.700%
Senior Notes due 2031 that the Operating Partnership issued on June 28, 2021.
The 2031 Notes offered in the Offering and such previously issued 2.700% Senior
Notes due 2031 are identical (other than with respect to issue date and price)
and constitute a single series.

The Operating Partnership intends to use the net proceeds from the Offering of
approximately $595.5 million after deducting the underwriting discount and
estimated expenses related to the Offering payable by the Operating Partnership,
to repay borrowings outstanding under its senior credit facility, to fund
possible future acquisitions of properties, and for working capital and general
corporate purposes.

The Notes are fully and unconditionally guaranteed by the Company. The terms of
the 2028 Notes are governed by an indenture, dated as of June 28, 2021 (the
"Base Indenture"), by and between the Operating Partnership and UMB Bank, N.A.,
as trustee (the "Trustee"), as amended and supplemented by a Second Supplemental
Indenture, dated as of October 5, 2021, by and among the Obligors and the
Trustee (the "Second Supplemental Indenture"). The terms of the 2031 Notes are
governed by the Base Indenture, as amended and supplemented by the First
Supplemental Indenture, dated as of June 28, 2021, by and among the Obligors and
the Trustee (the "First Supplemental Indenture", and, together with the Base
Indenture and Second Supplemental Indenture, the "Indenture"). The Indenture
contains covenants that limit the ability of the Operating Partnership and its
subsidiaries to (a) consummate a merger, consolidation or sale of all or
substantially all of their assets; and (b) incur secured and unsecured
indebtedness. The Indenture also contains covenants regarding (i) provision of
financial information, (ii) maintenance of properties, (iii) payment of taxes
and other claims, and (iv) insurance.

Pursuant to the Underwriting Agreement among the Obligors and the underwriters
named therein (the "Underwriters") filed as Exhibit 1.1 to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission (the
"Commission") on September 30, 2021, the purchase price paid by the Underwriters
for the 2028 Notes was 99.205% of the principal amount thereof and the purchase
price paid by the Underwriters for the 2031 Notes was 99.692% of the principal
amount thereof plus accrued interest from June 28, 2021 to October 5, 2021. The
Notes are the Operating Partnership's senior unsecured obligations and rank
equally in right of payment with all of the Operating Partnership's other
existing and future senior unsecured indebtedness. The Notes are effectively
subordinated in right of payment to: (i) all of the Obligors' existing and
future secured indebtedness; (ii) all existing and future indebtedness and other
liabilities, whether secured or unsecured of the Obligors' subsidiaries; and
(iii) all preferred equity not owned by the Obligors, if any, in their
respective subsidiaries. Interest on the 2028 Notes will accrue at the rate of
2.300% per annum and will be payable semi-annually in arrears on May 1 and
November 1, beginning on May 1, 2022. Interest on the 2031 Notes will accrue at
the rate of 2.700% per annum and will be payable semi-annually in arrears on
January 15 and July 15, beginning on January 15, 2022. The 2028 Notes will
mature on November 1, 2028. The 2031 Notes will mature on July 15, 2031.

The Operating Partnership may, at its option, redeem (i) the 2028 Notes, in
whole or in part, at any time or from time to time prior to September 1, 2028
(the "2028 Notes Par Call Date") and (ii) the 2031 Notes, in whole or in part,
at any time or from time to time prior to April 15, 2031 (the "2031 Notes Par
Call Date"), in each case at a redemption price equal to the greater of:

•100% of the principal amount of the Notes to be redeemed; or •a make-whole premium as defined and calculated in accordance with the Indenture;

plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date.



On or after the 2028 Notes Par Call Date (in the case of the 2028 Notes) or the
2031 Notes Par Call Date (in the case of the 2031 Notes), the Operating
Partnership may, at its option, redeem the Notes, in whole or in part, at a
redemption price equal to 100% of the principal amount of the Notes being
redeemed, plus accrued and unpaid interest thereon to, but not including, the
applicable redemption date.

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Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:

•failure to pay interest on the Notes when due, continued for 30 days;

•failure to pay principal of, or premium, if any, on, the Notes when due;



•failure by the Operating Partnership or the Company for 60 days after written
notice from the Trustee or the holders of at least 25% in aggregate principal
amount of the then outstanding Notes to comply with any of the other agreements
of the Operating Partnership or the Company, respectively, in the Indenture with
respect to the Notes;

•failure to pay any debt (other than non-recourse debt) (a) of the Operating
Partnership, the Company or any subsidiary of the Operating Partnership or the
Company and (b) in an outstanding principal amount in excess of $75,000,000, at
final maturity or upon acceleration after the expiration of any applicable grace
period, which debt is not discharged, or such default in payment or acceleration
is not cured or rescinded, within 60 days after written notice to the Operating
Partnership from the Trustee (or to the Operating Partnership and the Trustee
from holders of at least 25% in principal amount of the outstanding Notes);

•certain events of bankruptcy, insolvency or reorganization, or court
appointment of a receiver, liquidator or trustee of the Operating Partnership or
the Company or any significant subsidiary of either the Operating Partnership or
the Company or all or substantially all of their respective property; or

•except as permitted by the Indenture, any guarantee of the Notes is held in any
judicial proceeding to be unenforceable or invalid or ceases for any reason to
be in full force and effect, or any guarantor of the Notes, or any person acting
on their behalf, denies or disaffirms the obligations of a guarantor of the
Notes, except, in each case, by reason of the release of such guarantee of the
Notes in accordance with provisions of the Indenture.

If an event of default occurs and is continuing, the Trustee or the holders of
not less than 25% in principal amount of the Notes outstanding may declare the
principal amount of the Notes to be due and payable. Upon such a declaration,
such principal amount will become due and payable immediately. If an event of
default relating to certain events of bankruptcy, insolvency or reorganization
with respect to the Company occurs and is continuing, the principal amount of
the Notes outstanding will become immediately due and payable without any
declaration or other act on the part of the trustee or any holders of the Notes.
Under certain circumstances, the holders of a majority in principal amount of
the Notes outstanding may rescind any such acceleration with respect to the
Notes and its consequences.

The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the Base Indenture, the First Supplemental
Indenture, the Second Supplemental Indenture, the form of Note for the 2028
Notes and the form of Note for the 2031 Notes, which are filed as Exhibits 4.1,
4.2, 4.3, 4.4, and 4.5 respectively, to this Form 8-K and incorporated by
reference herein.



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 Item 9.01     Financial Statements and Exhibits.



(d) Exhibits:

Exhibit No.          Description                                       Method of Filing
                       Indenture, dated as of June 28, 2021 by and

Incorporated by reference to Sun


                     between Sun Communities Operating Limited         Communities, Inc.'s Current Report
4.1                  Partnership and UMB Bank, N.A. as trustee.        on

Form 8-K filed June 28, 2021



                       First Supplemental Indenture, dated as of June
                     28, 2021 by and among Sun Communities Operating

Incorporated by reference to Sun


                     Limited Partnership, Sun Communities, Inc., and   Communities, Inc.'s Current Report
4.2                  UMB Bank, N.A. as trustee                         on

Form 8-K filed June 28, 2021



                       Second Supplemental Indenture, dated as of
                     October 5, 2021 by and among Sun Communities
                     Operating Limited Partnership, Sun Communities,
4.3                  Inc., and UMB Bank, N.A. as trustee               Filed herewith

                       Form of Global Note for 2.300% Senior Notes due Included in Exhibit 4.3 filed
4.4                  2028

herewith

Incorporated by reference to Sun


                       Form of Global Note for 2.700% Senior Notes due Communities, Inc.'s Current Report
4.5                  2031                                              on

Form 8-K filed June 28, 2021



5.1                    Opinion of Hunton Andrews Kurth LLP             Filed herewith

                       Opinion of Baker, Donelson, Bearman, Caldwell &
5.2                  Berkowitz, a Professional Corporation             Filed herewith

                       Opinion of Jaffe, Raitt, Heuer & Weiss,
5.3                  Professional Corporation                          Filed herewith

                                                                       Included in Exhibit 5.1 filed
23.1                   Consent of Hunton Andrews Kurth LLP

herewith



                       Consent of Baker, Donelson, Bearman, Caldwell & Included in Exhibit 5.2 filed
23.2                 Berkowitz, a professional corporation

herewith



                       Consent of Jaffe, Raitt, Heuer & Weiss,         Included in Exhibit 5.3 filed
23.3                 Professional Corporation                          herewith

                     Cover Page Interactive Data File (embedded within
104                  the inline XBRL document)                         Filed herewith

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