SEC Filings

424B5
SUN COMMUNITIES INC filed this Form 424B5 on 05/28/2019
Entire Document
 


Table of Contents

are made to holders of shares of any other class or series of our equity securities that we may authorize and designate in the future that rank senior to the 6.50% Series A-4 Preferred Shares with respect to such liquidating distributions.

Holders of 6.50% Series A-4 Preferred Shares generally will have no voting rights. However, if a Preferred Distribution Default (as defined below) occurs, the holders of the 6.50% Series A-4 Preferred Shares, voting together as a single class with the holders of any other class or series of preferred stock that have similar voting rights and rank on parity with the 6.50% Series A-4 Preferred Shares, will be entitled to elect two additional directors to serve on our board of directors until the Preferred Distribution Default is cured. The holders of the 6.50% Series A-4 Preferred Shares and the holders of any other class or series of preferred stock with applicable voting rights must vote for such persons as are selected by a plurality of the votes cast at a meeting of the holders of the 6.50% Series A-4 Preferred Shares, any such other class or series of our preferred stock, the Series A-4 preferred OP Units issued by the Operating Partnership and any other OP Units issued by the Operating Partnership that are on a parity with the Series A-4 preferred OP Units. In addition, the affirmative vote of the holders of a majority of the 6.50% Series A-4 Preferred Shares is required for us to: (a) amend, alter, supplement or repeal any of the provisions of our charter (including the Articles Supplementary designating the 6.50% Series A-4 Preferred Shares) in a manner that adversely affects the powers, rights, privileges or preferences of the 6.50% Series A-4 Preferred Shares or the holders of the 6.50% Series A-4 Preferred Shares; or (b) authorize, create or issue any additional shares of capital stock or other equity securities, or reclassify any existing shares of capital stock or other equity securities into shares, ranking senior to or on parity with the 6.50% Series A-4 Preferred Shares as to distributions or payments upon our voluntary or involuntary liquidation, dissolution or winding up, except that we may authorize, create and issue (i) senior shares of capital stock or other equity securities in connection with a subsequent public offering of preferred stock by us, and (ii) any class or series of capital stock or other equity securities expressly designated to rank on parity with the 6.50% Series A-4 Preferred Shares with respect to distributions and rights upon our voluntary or involuntary liquidation, winding-up or dissolution, so long as at the time of the issuance the leverage ratio (as defined in our primary credit facility agreement from time to time) is less than 68.50% (or such other percentage as set forth in the credit facility agreement in which the leverage ratio is defined) and full cumulative distributions on the 6.50% Series A-4 Preferred Shares for all past distribution periods ending on or prior to such date have been or contemporaneously are declared and paid in cash or declared and contemporaneously a sum sufficient to pay them in full in cash is set apart for payment.

A “Preferred Distribution Default” will exist if for six or more quarterly periods (whether or not consecutive), full cumulative distributions are not paid on:

 

   

the 6.50% Series A-4 Preferred Shares;

 

   

any series of preferred stock ranking on parity with the 6.50% Series A-4 Preferred Shares as to rights to receive distributions and to participate in distributions or payments in the event of our voluntary or involuntary liquidation, dissolution or winding up;

 

   

the Series A-4 preferred OP Units; or

 

   

any class or series of OP Units issued by the Operating Partnership that rank on parity with the Series A-4 preferred OP Units with respect to distributions and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership.

The 6.50% Series A-4 Preferred Shares have no stated maturity and are not be subject to any sinking fund or mandatory redemption requirements.

If a Fundamental Change occurs, then at any time after November 26, 2019, we or the holders of the 6.50% Series A-4 Preferred Shares may cause the 6.50% Series A-4 Preferred Shares to be redeemed for cash at a redemption price equal to the sum of the greater of (i) the amount that the 6.50% Series A-4 Preferred Shares would have received in the Fundamental Change if they had been converted into shares of our common stock or

 

13