SUI Sun Communities Inc

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: February 24, 2025

(Date of earliest event reported)

SUN COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Membership Interest Purchase Agreement

On February 24, 2025, Sun Communities, Inc. (the “Company”), through its primary operating subsidiary Sun Communities Operating Limited Partnership (“SCOLP”), and Sun Home Services, Inc., a wholly owned subsidiary of the Company (“SHS” and, SCOLP and SHS together, the “Sellers”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with BIP Poseidon Holdco L.P. (“Buyer”), pursuant to which the Sellers agreed to sell and transfer all of the Sellers’ respective right, title, and interest in Safe Harbor Marinas, LLC (“Safe Harbor”) and SHM TRS, LLC (“SHM TRS” and together with Safe Harbor, the “Acquired Companies”) to Buyer (the “Transaction”). Buyer is an affiliate of Blackstone Infrastructure, which is an affiliate of Blackstone Inc.

The aggregate purchase price for the Transaction is approximately $5.65 billion. As described in further detail in the Purchase Agreement, such purchase price will be subject to certain adjustments, including with respect to (i) net working capital, (ii) cash, (iii) indebtedness, (iv) capital expenditures and (v) transaction expenses.

If the parties do not obtain certain third-party consents required to transfer 25 of Safe Harbor’s properties prior to the initial closing of the Transaction (the “Delayed Consents”), the ownership of the subsidiaries of Safe Harbor that own the affected properties (the “Delayed Consent Subsidiaries”) will be retained by affiliates of the Sellers, and the cash consideration Buyer will be required to pay at the initial closing of the Transaction will be reduced by the agreed value of such Delayed Consent Subsidiaries. The aggregate agreed value of the Delayed Consent Subsidiaries is up to $769 million. If any such Delayed Consent is obtained during the nine-month period following the signing of the Purchase Agreement, Buyer will, subject to the satisfaction of certain conditions, acquire that Delayed Consent Subsidiary for cash consideration equal to the respective agreed-upon value for such Delayed Consent Subsidiary, subject to post-closing adjustments similar to those applicable at the initial closing. If the required Delayed Consent for any Delayed Consent Subsidiaries is not received by the end of such nine-month period, Buyer’s obligations and rights to acquire any such remaining Delayed Consent Subsidiaries shall terminate, unless such period is extended by the parties.

In respect of each Delayed Consent Subsidiary, until such time as the Delayed Consent is received and Buyer acquires the equity interests of the Delayed Consent Subsidiary, an affiliate of Safe Harbor will manage the properties owned by the Delayed Consent Subsidiaries, under an arms-length management agreement; provided, that, Buyer is not obligated to continue to manage any such properties for a period longer than three years following the closing of the Transaction.

The Purchase Agreement contains customary representations, warranties and covenants, including, among others, covenants by the Sellers and the Acquired Companies to conduct the business of the Acquired Companies in all material respects in the ordinary course of business, subject to certain exceptions, during the period between the execution of the Purchase Agreement and the consummation of the Transaction. Buyer is expected to obtain representation and warranty insurance, which will serve as Buyer’s sole recourse for losses related to breaches of the representations and warranties of the Sellers, other than in the case of fraud. Subject to certain exceptions and limitations, the Sellers and Buyer have agreed to indemnify each other for breaches of covenants and other specified matters contained in the Purchase Agreement.

The closing of the Transaction is subject to the satisfaction or waiver of certain customary conditions to closing, including: (i) all applicable waiting periods (and any extensions thereof) required under the HSR Act shall have expired or been terminated, and (ii) the absence of any law, order, injunction or ruling issued by a court or other governmental authority permanently restraining, enjoining or making illegal the Transaction. Each party’s obligation to consummate the Transaction is also conditioned upon the accuracy of the other party’s representations and warranties (generally subject, other than for certain fundamental representations and warranties, to a material adverse effect standard) and the other party’s having performed in all material respects its obligations under the Purchase Agreement.

The Purchase Agreement also contains certain customary termination rights for each of the Sellers and Buyer, including mutual consent of the parties or, subject to certain conditions, by either the Company or Buyer if the closing

of the Transaction has not occurred prior to August 24, 2025, or if a governmental authority has issued a final, non-appealable order permanently restraining, enjoining preventing or otherwise prohibiting or making illegal the consummation of the Transaction. The Purchase Agreement may also be terminated by either the Sellers or Buyer if, subject to certain conditions, the other party is in breach of the Purchase Agreement and such breach would prevent the satisfaction of its closing conditions and is incapable of or has not been cured within a given time period, or if a party fails to close following the satisfaction of the closing conditions, subject to certain limitations.

In certain the following circumstances further described in the Purchase Agreement, in connection with the termination of the Purchase Agreement, Buyer will be required to pay the Sellers a termination fee of $565.0 million upon termination of the Purchase Agreement, which circumstances are (i) if the Sellers terminate the Purchase Agreement as a result of an uncured material breach of the Purchase Agreement by Buyer, or (ii) as a result of Buyer’s failure to close when otherwise obligated pursuant to the Purchase Agreement.

The Company anticipates that the closing of the Transaction will occur in the second quarter of 2025, subject to the satisfaction of the applicable closing conditions. There can be no assurances as to the actual closing of the Transaction or the timing of the closing of the Transaction. Even if the Transaction is consummated, the Sellers may not sell the Delayed Consent Properties in the event a Delayed Consent is not obtained during the nine-month period following the signing of the Purchase Agreement.

Concurrently with the execution of the Purchase Agreement, the Company and the Sellers entered into a restrictive covenant agreement with Buyer under which, subject to certain conditions and limitations, the Company and Sellers agreed, for three years following the closing of the Transaction, to be subject to certain non-solicitation and non-competition provisions with respect to Safe Harbor’s business, in each case, with certain enumerated exceptions mutually agreed to by the parties.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is will be filed in an amendment to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties thereof under the Purchase Agreement instead of establishing these matters as facts. In addition, such representations and warranties were made only as of the dates specified in the Purchase Agreement and information regarding the subject matter thereof may change after the date of the Purchase Agreement.

On February 24, 2025, the Company issued a press release announcing the execution of the Purchase Agreement and the Transaction, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure.

The information contained and incorporated by reference in Item 7.01 of this Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any incorporation by reference language in any such filing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Current Report contains various “forward-looking statements” within the meaning of the Securities Act and the Exchange Act, and the Company intends that such forward-looking statements will be subject to the safe harbors created thereby. For this purpose, any statements contained in this Current Report that relate to expectations, beliefs,

projections, future plans and strategies, trends or prospective events or developments and similar expressions concerning matters that are not historical facts are deemed to be forward-looking statements. Words such as “forecasts,” “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “predicts,” “potential,” “seeks,” “anticipates,” “should,” “could,” “may,” “will,” “designed to,” “foreseeable future,” “believe,” “scheduled,” “guidance”, “target” and similar expressions are intended to identify forward-looking statements, although not all forward looking statements contain these words. 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, both general and specific to the matters discussed in or incorporated herein, some of which are beyond the Company’s control. These risks, uncertainties and other factors may cause the Company’s actual results to be materially different from any future results expressed or implied by such forward-looking statements. In addition to the risks disclosed under “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the Company’s other filings with the Securities and Exchange Commission from time to time, such risks, uncertainties and other factors include but are not limited to:

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements included or incorporated by reference into this document, whether as a result of new information, future events, changes in the Company’s expectations or otherwise, except as required by law.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. All written and oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are qualified in their entirety by these cautionary statements.

(d) Exhibits.

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.