Item 1.01 Entry into a Material Definitive Agreement.
On
Upon entering into the sales agreement, the Company simultaneously terminated
the At the Market Offering Sales Agreement, dated
The Common Stock sold in the offering will be issued pursuant to a prospectus
supplement filed with the
Subject to the terms and conditions of the Sales Agreement, the Sales Agents,
whether acting as the Company's sales agents or as Forward Sellers, will use
their commercially reasonable efforts, consistent with their normal trading and
sales practices and applicable law and regulations, to sell the Common Stock
that may be designated by the Company (if acting as the Company's sales agents)
and the Common Stock borrowed from third parties (if acting as Forward Sellers),
in each case on the terms and subject to the conditions of the Sales Agreement.
Sales, if any, of the Common Stock made through the Sales Agents, as the
Company's sales agents, or as Forward Sellers pursuant to the Sales Agreement,
may be made in "at the market" offerings (as defined in Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act")), by means of ordinary
brokers' transactions on the
The Company or any Sales Agent may at any time suspend an offering of Common
Stock pursuant to the terms of the Sales Agreement. The offering of Common Stock
pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale
of the Common Stock under the Sales Agreement (including Common Stock sold by
the Company to or through the Sales Agent and borrowed Common Stock sold through
the Sales Agents, acting as Forward Sellers) and the Terms Agreements, if any,
having an aggregate gross sales price equal to
The Company and the
The Sales Agreement provides that, in addition to issuance and sale of Common
Stock through the Sales Agents, the Company also may enter into a master forward
sale confirmation (each, a "Master Confirmation") (as supplemented by a
supplemental confirmation (together with the applicable Master Confirmation, a
"Forward Sale Agreement")) with each of Bank of Montreal,
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otherwise requires, references herein to the "related" or "relevant" Forward Purchaser mean, with respect to any Sales Agent, the affiliate of such Sales Agent that is acting as Forward Purchaser or, if applicable, such Sales Agent acting in its capacity as Forward Purchaser. The Company will not initially receive any proceeds from any sales of Common Stock by a Forward Seller in connection with a Forward Sale Agreement. The Company expects to fully physically settle each Forward Sale Agreement with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of such Forward Sale Agreement, in which case the Company expects to receive aggregate cash proceeds at settlement equal to the number of shares of the Common Stock underlying such Forward Sale Agreement multiplied by the then-applicable forward sale price per share. Although the Company expects to settle any Forward Sale Agreements by the physical delivery of shares of Common Stock in exchange for cash proceeds, the Forward Sale Agreements will allow the Company to cash or net-share settle all or a portion of its obligations. If the Company elects to cash settle any Forward Sale Agreement, the Company may not receive any proceeds, and the Company may owe cash to the relevant Forward Purchaser. If the Company elects to net share settle any Forward Sale Agreement, the Company will not receive any cash proceeds, and the Company may owe shares of Common Stock to the relevant Forward Purchaser.
The Company intends to use the net proceeds from any sales of Common Stock to or through the Sales Agents or by the Forward Sellers, including from the settlement of any Forward Sale Agreements, if any, for general corporate purposes, including working capital; acquisitions; repayment of debt, including amounts outstanding from time to time under the Company's senior credit facility; and other business opportunities.
The compensation to each Sales Agent will be a mutually agreed commission that will not exceed, but may be lower than, 2.0% of the gross sales price of the Common Stock sold through it as the Company's sales agent pursuant to the Sales Agreement. The compensation to each Sales Agent acting as a Forward Seller will be a mutually agreed commission in the form of a reduction to the initial forward price under the related Forward Sale Agreement that will not exceed, but may be lower than, 2.0% of the volume weighted average of the sales prices of all borrowed shares of Common Stock sold through such Sales Agent, acting as Forward Seller, during the applicable forward hedge selling period for such Common Stock.
The foregoing description of the Sales Agreement and the Forward Sale Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sales Agreement and the Form of Master Forward Confirmation, copies of which are attached hereto as Exhibits 1.1 and 99.1, respectively, and the terms of which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits. 1.1* At the Market Offering Sales Agreement amongSun Communities, Inc. ,Sun Communities Operating Limited Partnership ,BMO Capital Markets Corp. ,BofA Securities, Inc. ,Citigroup Global Markets Inc. ,J.P. Morgan Securities LLC ,RBC Capital Markets, LLC ,Regions Securities LLC ,Fifth Third Securities, Inc. ,BTIG, LLC, Jefferies LLC, Samuel A. Ramirez & Company, Inc. andRobert W. Baird & Co. Incorporated , in their capacity as Sales Agents (as defined above), principal and/or (except in the case ofRegions Securities LLC ,Fifth Third Securities, Inc. ,BTIG, LLC, Jefferies LLC, Samuel A. Ramirez & Company, Inc. andRobert W. Baird & Co. Incorporated ) forward seller, and each of Bank of Montreal,Bank of America, N.A .,Citibank, N.A .,JPMorgan Chase Bank, National Association and Royal Bank of Canada, as forward purchaser, datedDecember 17, 2021 . 5.1 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, aProfessional Corporation 23.1 Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, aProfessional Corporation (included in Exhibit 5.1) 99.1 Form of Master Forward Confirmation 104 Cover Page Interactive Data File (embedded withing the Inline XBRL document)
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K because such schedules and exhibits do not contain information
which is material to an investment decision or which is not otherwise disclosed
in the filed agreements. The Company will furnish the omitted schedules and
exhibits to the
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