Paul Hastings Represents Joint Book-Running Managers for Sun Communities, Inc.’s $745 Million Public Offering of Common Stock in Connection with Forward Sale Agreements and Acquisition of Park Holidays UK
November 18, 2021
New York -- Paul Hastings LLP, a leading global law firm, announced today that the firm represented Citigroup, RBC Capital Markets, BofA Securities, BMO Capital Markets and J.P. Morgan as joint book-running managers for Sun Communities, Inc.’s (NYSE: SUI) $745 million public offering of common stock in connection with the forward sale agreements described below. 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 a total of 4,025,000 shares of common stock (including the full exercise of the underwriters’ option to purchase additional shares) at a public offering price of $185.00 per share.
In connection 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 4,025,000 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 November 18, 2022, an aggregate of 4,025,000 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, if any, received upon the future settlement of the forward sale agreements to fund a portion of the purchase price for its proposed $1.3 billion acquisition of Park Holidays UK, the second largest owner and operator of holiday communities in the United Kingdom.
Co-managers in the offering included Citizens Capital Markets, Baird, BTIG, Fifth Third Securities, Regions Securities LLC, Truist Securities, Wells Fargo Securities, PNC Capital Markets LLC, Wedbush Securities, Ramirez & Co., Inc. and Lazard.
Securities & Capital Markets partner Yariv Katz led the Paul Hastings team, which also included partners Joyce Sophia Xu and Michael James, of counsel Diona Park and associates Nicolette Ursini, Matthew Smith, Matthew Peters and Xiaoxu Wang. The Paul Hastings team has also represented the joint book-running managers in multiple prior public offerings for Sun Communities, Inc.
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