Sun Communities’ $1.13 Billion Shares Offering

Paul Hastings, LLP advised Citigroup, BofA Securities, BMO Capital Markets, J.P. Morgan and RBC Capital Markets as joint book-running managers on the deal.

Citigroup, BofA Securities, BMO Capital Markets, J.P. Morgan and RBC Capital Markets acted as joint book-running managers for Sun Communities, Inc.’s (NYSE: SUI) $1.13 billion public offering of common stock pursuant to which a total of 8,050,000 shares of common stock (including the full exercise of the underwriters’ option to purchase additional shares) were sold at a public offering price of $140.00 per share. In connection with the offering, Sun Communities, Inc., a real estate investment trust that owns and operates or has an interest in manufactured housing communities, recreational vehicle resorts and marinas, sold 4,000,000 shares of common stock directly and 4,025,000 shares were sold on a forward basis.

In conjunction with the offering, Sun Communities entered into forward sale agreements with Citibank, N.A., as forward purchaser, pursuant to which the forward purchaser or its affiliates borrowed and sold to the underwriters an aggregate of 4,050,000 shares of common stock that were delivered in the offering. Subject to Sun Communities’ right to elect cash or net share settlement, which right is subject to certain conditions, the company intends to deliver, upon physical settlement of such forward sale agreements on one or more dates occurring no later than March 9, 2022, an aggregate of 4,050,000 shares of its common stock to the forward purchaser in exchange for cash proceeds per share equal to the applicable forward sale price, which is the public offering price, less underwriting discounts and commissions, and is subject to certain adjustments as provided in the forward sale agreements.  Sun Communities will not initially receive any proceeds from the sale of shares of its common stock by the forward purchaser or its affiliates in the offering.

Sun Communities intends to use the net proceeds from the sale of 4,000,000 shares of common stock offered directly by the Company and the net proceeds, if any, received upon the future settlement of the forward sale agreements to repay borrowings outstanding under the revolving loan under the credit facility of its subsidiary Safe Harbor Marinas, LLC, to fund possible future acquisitions of properties and for working capital and general corporate purposes.

Co-managers in the offering included BTIG, Citizens Capital Markets, Regions Securities LLC, Truist Securities, Wells Fargo Securities, Baird, Fifth Third Securities, PNC Capital Markets LLC, Ramirez & Co., Inc., Siebert Williams Shank and Wedbush Securities.

The Paul Hastings team included Yariv Katz (Picture), Joyce Sophia Xu, Shai Marshall and Matthew Smith.

Involved fees earner: Yariv Katz – Paul Hastings; Shai Marshall – Paul Hastings; Matthew Smith – Paul Hastings; Joyce Sophia Xu – Paul Hastings;

Law Firms: Paul Hastings;

Clients: Bank of America Securities; BMO Capital Markets; Citigroup Global Markets Ltd; J.P. Morgan Securities LLC; RBC Capital Markets;

Author: Martina Bellini