SEC Filings

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

Use of proceeds

We estimate that the net proceeds of this offering will be approximately $393.1 million after deducting estimated offering expenses of approximately $100,000 (or, if the underwriters exercise their option to purchase 487,500 additional shares of common stock in full, approximately $452.1 million, after deducting estimated offering expenses of approximately $100,000).


  We intend to use the net proceeds of this offering to repay borrowings outstanding under the revolving loan under our senior credit facility and for working capital and general corporate purposes. See “Use of Proceeds” on page S-10 of this prospectus supplement.


Restrictions on ownership and transfer

Our charter contains restrictions on ownership and transfer of shares of our capital stock intended to assist us in maintaining our qualification as a REIT for U.S. federal income tax purposes. For example, without the approval of our board of directors, our charter restricts any person from owning, or being deemed to own by virtue of the attribution provisions of the Internal Revenue Code of 1986, as amended, more than 9.8%, in number of shares or value, of the issued and outstanding shares of our capital stock. See “Description of Common Stock – Restrictions on Ownership” in the accompanying prospectus.


Risk factors

You should carefully read the information contained under the caption “Risk Factors” in this prospectus supplement, the accompanying prospectus, our Annual Report on Form 10-K for the year ended December 31, 2018 and our other filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are incorporated by reference in this prospectus supplement and the accompanying prospectus before deciding to invest in shares of our common stock.


NYSE symbol




Based on equity securities outstanding as of May 28, 2019. Excludes (a) 4,499,405 shares of common stock issuable upon exchange of OP Units, (b) 1,500 shares of common stock reserved for issuance upon the exercise of stock options outstanding, and (c) 1,165,218 shares of common stock reserved and available for future issuance under our equity incentive plans, in each case as of May 28, 2019.


Unless expressly stated otherwise, the information set forth above and throughout this prospectus supplement assumes no exercise of the underwriters’ option to purchase up to 487,500 additional shares of common stock and excludes shares issuable pursuant to stock options outstanding and shares of common stock that may be issued in the future under our equity incentive plans.