UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: December 31, 2012
(Date of earliest event reported)
SUN COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
Maryland | 1-12616 | 38-2730780 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
27777 Franklin Rd. | ||
Suite 200 | ||
Southfield, Michigan | 48034 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(248) 208-2500 |
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 | Other Events. |
Arizona Acquisition
On December 31, 2012, Sun Communities Operating Partnership (the “Operating Partnership”), the primary operating subsidiary of Sun Communities, Inc., acquired an 1,863 site manufactured housing and recreational vehicle community, known as Palm Creek Golf & RV Resort, located in Casa Grande, Arizona from PCGRV, LLC and Keith Amigos, Inc. (the “Sellers”) pursuant to a Limited Liability Company Interests Assignment Agreement, dated October 22, 2012, by and among the Operating Partnership and the Sellers. The Operating Partnership acquired the community and related improvements, personal property and associated intangibles for $70.4 million and a contiguous parcel of land being developed to add approximately 990 recreational vehicle sites, or approximately 550 manufactured home sites, for $15.0 million. The aggregate purchase price of $88.0 million included the reimbursement of $2.6 million for certain construction costs incurred in connection with the development of the community and the aggregate purchase price was paid by the indirect assumption of $41.7 million of mortgage debt secured by the community with the remainder paid in cash.
The foregoing description is qualified in its entirety by reference to the Limited Liability Company Interests Assignment Agreement incorporated by reference as Exhibit 2.1 hereto, which is incorporated by reference herein. The schedules and exhibits to the Limited Liability Company Interests Assignment Agreement have not been filed with such Exhibit 2.1 because such schedules and exhibits do not contain information which is material to an investment decision or which is not otherwise disclosed in the Limited Liability Company Interests Assignment Agreement. The Limited Liability Company Interests Assignment Agreement contains a list briefly identifying the contents of all omitted schedules and exhibits. The Company hereby agrees to furnish supplementally a copy of any such omitted schedule or exhibit to the Securities and Exchange Commission upon request.
On January 3, 2013, the Company issued a press release announcing the closing of the acquisition described above. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Morgan Loan
As previously disclosed, the Operating Partnership entered into agreements with Robert C. Morgan, Robert Moser and their affiliates (the “Contributors”) pursuant to which, subject to the satisfaction of customary closing conditions, the Operating Partnership or its subsidiaries will acquire eleven (11) recreational vehicle communities and associated assets owned by the Contributors (the “Communities”). On January 2, 2013, Sun Lender RV, LLC (“Lender”), a newly formed wholly-owned subsidiary of the Operating Partnership, entered into a Loan Agreement with Indian Creek RV Resort LLC, Lake George Campsites LLC, Lake Laurie RV Resort LLC, Wagon Wheel Maine LLC and Wild Acres LLC (“Borrowers”) pursuant to which Lender agreed to loan Borrowers up to approximately $52.7 million to refinance the existing secured debt on four of the Communities and one additional recreational vehicle community owned by affiliates of the Contributors (the “Secured Properties”). As a result of this loan, the Lender is the senior secured lender on the Secured Properties. This loan has a stated maturity date of December 31, 2022, subject to acceleration or prepayment in certain circumstances.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits: | |
Exhibit No. | Description |
2.1* | Limited Liability Company Interests Assignment Agreement dated October 22, 2012, among Sun Communities Operating Limited Partnership, PCGRV, LLC and Keith Amigos, Inc. |
99.1 | Press release dated January 3, 2013 |
*Incorporated by reference to Sun Communities, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
SUN COMMUNITIES, INC. | |||
Dated: January 7, 2013 | By: | /s/ Karen J. Dearing | |
Karen J. Dearing, Executive Vice President, Chief Financial Officer, Secretary and Treasurer | |||
EXHIBIT INDEX
Exhibit No. | Description |
2.1* | Limited Liability Company Interests Assignment Agreement dated October 22, 2012, among Sun Communities Operating Limited Partnership, PCGRV, LLC and Keith Amigos, Inc. |
99.1 | Press release dated January 3, 2013 |
*Incorporated by reference to Sun Communities, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
SUI Announces Acquisition of Two Properties for $102.6 Million
Today, Sun Communities Inc. (SUI) (the “Company”) announced that it acquired two properties, Palm Creek Golf & RV resort and Lake in Wood. The two properties contain approximately 2,288 sites for a stated purchase price of $102.6 million.
Palm Creek Golf & RV resort is a 5-star institutional quality, age restricted resort with 1,863 sites located in Casa Grande, Arizona, just forty minutes south of Phoenix. Amenities include an 18-hole golf course, pools, spas and a world class pickle ball and tennis facility. The resort is rated very high with a 29 out of 30 rating by Woodall’s/Good Sam Club. The Company acquired the resort and related improvements, personal property and associated intangibles for $70.4 million and a contiguous parcel of land being developed to add approximately 990 recreational vehicle, or approximately 550 manufactured housing sites, for $15.0 million. The aggregate purchase price of $88.0 million includes the reimbursement of $2.6 million for certain construction costs incurred in connection with the development of the land described above. The Company assumed $41.7 million of mortgage debt secured by the community.
Lake in Wood is a 5-star 425 site family resort located in southwest Pennsylvania. It is rated best recreational vehicle resort in Pennsylvania and received Woodall’s/Good Sam Club’s highest and most exclusive rating of 30 out of 30. Amenities include a water park, indoor and outdoor pools, full service restaurant, themed vacation rentals, and a full slate of activities for all ages. The purchase price of $14.6 million was paid in cash.
Sun Communities, Inc. is a REIT that currently owns and operates a portfolio of 173 communities comprising approximately 63,600 developed sites.
For more information about Sun Communities, Inc. visit our website at www.suncommunities.com
Forward Looking Statements
This press release contains various "forward-looking statements" within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the Company intends that such forward-looking statements will be subject to the safe harbors created thereby. Forward-looking statements can be identified by words such as "will," "may," "could," "expect," "anticipate," "believes," "intends," "should," "plans," "estimates," "approximate", "guidance" and similar expressions in this press release that predict or indicate future events and trends and that do not report historical matters. These forward-looking statements reflect the Company's current views with respect to future events and financial performance, but involve known and unknown risks, uncertainties, and other factors, some of which are beyond our control. These risks, uncertainties, and other factors may cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include national, regional and local economic climates, the ability to maintain rental rates and occupancy levels, competitive market forces, changes in market rates of interest, the ability of manufactured home buyers to obtain financing, the level of repossessions by manufactured home lenders and those risks and uncertainties referenced under the headings entitled "Risk Factors" contained in our Form 10-K for the year ended December 31, 2011, and the Company's other periodic filings with the Securities and Exchange Commission. The forward-looking statements contained in this press release speak only as of the date hereof and the Company expressly disclaims any obligation to provide public updates, revisions or amendments to any forward- looking statements made herein to reflect changes in the Company's assumptions, expectations of future events, or trends.