Item 1.01 Entry into a Material Definitive Agreement.
On June 14, 2021, Sun Communities Operating Limited Partnership ("SCOLP"), as
borrower, and Sun Communities, Inc. (the "Company"), as guarantor, entered into
the Fourth Amended and Restated Credit Agreement (the "New Credit Agreement")
with Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,
Citibank, N.A., Citizens Bank, N.A., BofA Securities, Inc., BMO Capital Markets
Corp., JPMorgan Chase Bank, N.A., Fifth Third Bank, Regions Bank, Royal Bank of
Canada, The Huntington National Bank, Truist Bank, U.S. Bank National
Association, and Wells Fargo Bank, National Association, as Joint Lead
Arrangers, and Citibank, N.A., Citizens Bank, N.A., BofA Securities, Inc., BMO
Capital Markets Corp., and JPMorgan Chase Bank, N.A., as Joint Bookrunners, and
Bank of America, N.A., JPMorgan Chase Bank, N.A., Bank of Montreal, and Citizens
Bank, N.A., as Co-Syndication Agents.
The New Credit Agreement combines and replaces the Company's existing $750.0
million credit facility extended pursuant to a Third Amended and Restated Credit
Agreement dated as of May 21, 2019, by and among SCOLP and certain lenders,
which was scheduled to mature May 21, 2023, and the existing $1.8 billion credit
facility between the Company's subsidiary, Safe Harbor Marinas, LLC ("Safe
Harbor") and certain lenders pursuant to a Credit Agreement dated as of
September 14, 2018, as amended (the "Safe Harbor Credit Facility"), which was
scheduled to mature on October 11, 2024.
Pursuant to the New Credit Agreement, SCOLP may borrow up to $2.0 billion under
a revolving loan (the "New Credit Facility"). The New Credit Facility will be
available to fund all of the Company's business, including its marina business
conducted by Safe Harbor. The New Credit Agreement also permits, subject to the
satisfaction of certain conditions, additional borrowings (with the consent of
the Administrative Agent and the other lenders) in an amount not to exceed $1.0
billion with the option to treat all, or a portion, of such additional funds as
an incremental term loan. Except as described below, the New Credit Facility has
a four-year term ending June 14, 2025, and, at SCOLP's option, the maturity date
may be extended for two additional six-month periods, subject to the
satisfaction of certain conditions. The maturity date with respect to $500.0
million of available borrowing under the New Credit Facility is October 11,
2024, which, under the terms of the New Credit Agreement, may not be extended.
The New Credit Facility bears interest at a floating rate based on the Adjusted
Eurocurrency Rate or BBSY rate, plus a margin that is determined based on the
Company's credit ratings calculated in accordance with the New Credit Agreement,
which can range from 0.725% to 1.400%. Based on the Company's current credit
ratings, the current margin is 0.850%. At the time of the closing, there were
$1.169 billion in borrowings under the New Credit Facility. At the lenders'
option, the New Credit Facility will become immediately due and payable upon an
event of default under the New Credit Agreement.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the New Credit Agreement, which is filed as Exhibit
10.1 to this Form 8-K and incorporated by reference herein.
Item 1.02 Termination o Material Definitive Agreement
Effective June 14, 2021 the Safe Harbor Credit Facility was terminated in
connection with the execution of the New Credit Agreement. Safe Harbor repaid
all amounts due and outstanding under the Safe Harbor Credit Facility on or
prior to such effective date.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in and incorporated into Item 1.01 above is hereby
incorporated in this Item 2.03 by reference.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
10.1* Fourth Amended and Restated Credit Agreement, dated June 14, 2021,
among Sun Communities Operating Limited Partnership, as Borrower, Citibank,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A.,
Citizens Bank, N.A., BofA Securities, Inc., BMO Capital Markets Corp., and
JPMorgan Chase Bank, N.A. , Fifth Third Bank, Regions Bank, Royal Bank of
Canada, The Huntington National Bank, Truist Bank, U.S. Bank National
Association, and Wells Fargo Bank, National Association, as Joint Lead
Arrangers, and Citibank, N.A., Citizens Bank, N.A., BofA Securities, Inc., BMO
Capital Markets Corp., and JPMorgan Chase Bank, N.A., as Joint Bookrunners, and
Bank of America, N.A., JPMorgan Chase Bank, N.A., Bank of Montreal, and Citizens
Bank, N.A., as Co-Syndication Agents
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 SEC upon request by the SEC.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses