SEC Filings

424B5
SUN COMMUNITIES INC filed this Form 424B5 on 05/30/2019
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Table of Contents

DESCRIPTION OF PREFERRED STOCK

The following description of the terms of the preferred stock sets forth certain general terms and provisions of our (i) 6.50% Series A-4 Cumulative Convertible Preferred Stock, par value $0.01 per share, or 6.50% Series A-4 Preferred Shares and (ii) any new series of preferred stock to which any future prospectus supplement may relate. Certain other terms of any new series of the preferred stock offered by any prospectus supplement will be described in such prospectus supplement. The description of certain provisions of the preferred stock set forth below and in any future prospectus supplement does not purport to be complete and is subject to and qualified in its entirety by reference to our charter (including any amendment or supplement relating to each series of the preferred stock) which will be filed with the SEC and incorporated by reference as an exhibit to the registration statement of which this prospectus relates at or prior to the time of the issuance of such series of preferred stock.

General

We are authorized to issue 20,000,000 shares of preferred stock, par value $0.01 per share. We have authorized and designated 6,364,770 shares of our preferred stock as 6.50% Series A-4 Preferred Shares. As of December 31, 2017, a total of 1,085,365 shares of the 6.50% Series A-4 Preferred Shares were issued and outstanding and no other shares of preferred stock were issued and outstanding.

Under our charter, the board of directors (without further stockholder action) may from time to time establish and issue one or more series of preferred stock with such terms, preferences, conversion, other rights and voting powers of the shares of such series and the qualifications, limitations as to dividends or other distributions, or restrictions thereon.

Any new series of preferred stock shall have the distribution, liquidation, redemption and voting rights set forth below unless otherwise provided in a prospectus supplement relating to a particular series of the preferred stock. Reference is made to the prospectus supplement relating to the particular series of the preferred stock offered thereby for specific terms, including: (i) the designation and stated value per share of such preferred stock and the number of shares offered; (ii) the amount of liquidation preference per share; (iii) the initial public offering price at which such preferred stock will be issued; (iv) the distribution rate (or method of calculation), the dates on which distributions shall be payable and the dates from which distributions shall commence to accumulate, if any; (v) any redemption or sinking fund provisions; (vi) any conversion rights; and (vii) any additional voting, distribution, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions. The preferred stock will, when issued for lawful consideration, be fully paid and nonassessable and, unless otherwise determined by the board of directors and set forth in a supplement to our charter, will have no preemptive rights.

6.50% Series A-4 Preferred Shares

As of December 31, 2017, a total of 1,085,365 shares of the 6.50% Series A-4 Preferred Shares were issued and outstanding. The 6.50% Series A-4 Preferred Shares are not listed on the NYSE or any other securities exchange or quotation system.

The 6.50% Series A-4 Preferred Shares rank, with respect to distribution rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up:

 

   

junior to all of our existing and future debt obligations, including convertible or exchangeable debt securities;

 

   

senior to our common stock and to any other class or series of our equity securities we may authorize or issue in the future that by its terms ranks junior to the 6.50% Series A-4 Preferred Shares;

 

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