Sun Communities, Inc. launches its public offering of
Southfield, MI, March 4, 2021 (GLOBE NEWSWIRE) – Sun Communities, Inc. (NYSE: SUI) (the “Company”), a real estate investment trust (“REIT”) that owns and operates or has an interest in prefabricated housing communities, recreational vehicle resorts and marinas, announced today that it launched a firm takeover bid for a total of 7,000,000 ordinary shares, made up of 4,000,000 shares offered directly by the Company and 3,000,000 shares offered in the future within the framework of the forward sales contract described below. The Company expects to grant the underwriters a 30 day option to purchase up to 1,050,000 additional shares of its common shares.
The Company expects to enter into a forward sale contract with Citibank, NA (the “Forward Buyer”) for 3,000,000 common shares (or a total of 4,050,000 shares if the underwriters exercise their option to. purchase of additional shares in their entirety). Under the Forward Sale Agreement, the Forward Buyer or its affiliates are expected to borrow and sell to the Underwriters a total of 3,000,000 Common Shares to be delivered under this Offer (or a total of 4,050,000 shares if the underwriters exercise their option to purchase additional shares in full). Subject to the Company’s right to choose settlement in cash or in net shares, which right is subject to certain conditions, the Company intends to deliver, upon physical settlement of this forward sales contract to one or more dates specified by the Company occurring on or before March 9, 2022, a total of 3,000,000 common shares (or a total of 4,050,000 shares if the underwriters exercise their option to purchase additional shares in full ) to the forward buyer in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the tender offer price, less discounts and underwriting fees, and will be subject to certain adjustments as provided for in the forward sales contract.
The Company will not initially receive any proceeds from the sale of shares of its Common Shares by the Forward Buyer or its affiliates under the Offer.
The Company intends to use the net proceeds from the sale of 4,000,000 common shares offered directly by the Company and the net proceeds, if any, received on the future settlement of the forward sale contract to repay borrowings under the revolving loan under the credit facility of its subsidiary Safe Harbor Marinas, LLC, to fund potential future property acquisitions and for working capital and general corporate purposes.
Citigroup, BofA Securities, BMO Capital Markets, JP Morgan and RBC Capital Markets are acting as bookkeepers for the offering.
The Offer will be made only by way of a Prospectus Supplement and accompanying Prospectus, copies of which may be obtained by contacting Citigroup, c / o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel : 800-831-9146 or by email at: [email protected]); by contacting BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department or by email at [email protected]; by contacting BMO Capital Markets, 3 Times Square, 25th Floor, New York, NY 10036, Attention: Syndicate Department, Telephone: (800) 414-3627, or by email at [email protected]; by contacting JP Morgan Securities LLC, c / o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by phone at (866) 803-9204 or by email at [email protected]; or by contacting RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098; Please note: syndication of shares; Telephone: 877-822-4089; E-mail: [email protected].
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of such securities in any state or jurisdiction where such an offer, solicitation or sale is made. is not allowed.
Sun Communities, Inc. is a REIT that, as of December 31, 2020, owned, operated or held an interest in a portfolio of 552 prefabricated properties developed from prefabricated housing, recreational vehicles and marinas comprising more than 188,000 serviced sites in 39 states. and in Ontario, Canada.
This press release contains various “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the Company intends that such forward-looking statements be subject to appropriate notice. safe thus created. Forward-looking statements may be identified by words such as “will”, “could”, “could”, “could”, “” approximate “,” direction “and similar expressions in this press release that predict or indicate events. and future trends that do not relate to historical questions.
These forward-looking statements reflect the Company’s current views with respect to future events and financial performance, but involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results of the Company to differ materially from the future results expressed or implied by these forward-looking statements. These risks and uncertainties include the effects of the COVID-19 pandemic and associated stay-at-home orders, quarantine policies and restrictions on travel, commerce and business operations; national, regional and local economic climates; difficulties in the Company’s ability to assess, finance, complete and successfully integrate acquisitions, developments and expansions; the ability to maintain rental rates and occupancy levels; competitive market forces; the performance of recent acquisitions; changes in market interest rates; changes in foreign currency exchange rates; the ability of buyers of manufactured homes and boats to obtain financing; and the level of repossessions by manufactured home lenders. Further details of the potential risks that may affect the Company are described in the Company’s periodic reports filed with the United States Securities and Exchange Commission, including in the “Risk Factors” sections of the Company’s annual report. on Form 10-K for the fiscal year ended December 31. , 2020.
The forward-looking statements contained in this press release speak only as of the date hereof and the Company expressly disclaims any obligation to provide any public updates, revisions or amendments to any forward-looking statements made in this document to reflect changes in the Company’s assumptions, expectations of future events or trends.
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Karen J. Dearing