Form 8-K Investor Presentation July 2014
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: July 30, 2014
(Date of earliest event reported)
SUN COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland | | 1-12616 | | 38-2730780 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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27777 Franklin Rd. | | |
Suite 200 | | |
Southfield, Michigan | | 48034 |
(Address of Principal Executive Offices) | | (Zip Code) |
(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))
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Item 1.01 | Entry Into a Material Definitive Agreement. |
On July 30, 2014, Sun Communities, Inc. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing that the Company had entered into an agreement (the “Agreement”) to acquire a portfolio of manufactured-home communities from Green Courte Partners, LLC sponsored funds, and certain other information.
The Company will hold an investor conference call and webcast at 9:00 A.M. EDT on July 31, 2014 (the “Conference Call”) to disclose and discuss the Agreement and the transactions contemplated by the Agreement (the “Transactions”).
The Company plans to supplement its disclosure contained in this Item 1.01 with additional information, as required by Form 8-K, within three business days following the filing of this Current Report on Form 8-K.
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Item 7.01 | Regulation FD Disclosure. |
Attached as Exhibit 99.2 to this report is an investor presentation of the Company that will be used in connection with the Conference Call to disclose and discuss the Agreement and the Transactions. The presentation also will be posted on Sun Communities, Inc.'s website, www.suncommunities.com, on July 30, 2014.
The information contained in this Item 7.01 on Current Report on Form 8-K, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.
This report contains various “forward-looking statements” within the meaning of the United States Securities Act of 1933, as amended, and the United States Securities Exchange Act of 1934, as amended, and we intend that such forward-looking statements will be subject to the safe harbors created thereby. For this purpose, any statements contained in this 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,” “intends,” “intend,” “intended,” “goal,” “estimate,” “estimates,” “expects,” “expect,” “expected,” “project,” “projected,” “projections,” “plans,” “predicts,” “potential,” “seeks,” “anticipates,” “anticipated,” “should,” “could,” “may,” “will,” “designed to,” “foreseeable future,” “believe,” “believes,” “scheduled,” “guidance” 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 and uncertainties, both general and specific to the matters discussed in this report. These risks and uncertainties 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, 2013, and its other filings with the Securities and Exchange Commission from time to time, such risks and uncertainties include:
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• | changes in general economic conditions, the real estate industry and the markets in which the Company operates; |
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• | difficulties in the Company’s ability to evaluate, finance, complete and integrate acquisitions, developments and expansions successfully; |
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• | the Company’s liquidity and refinancing demands; |
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• | the Company’s ability to obtain or refinance maturing debt; |
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• | the Company’s ability to maintain compliance with covenants contained in its debt facilities; |
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• | availability of capital; |
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• | difficulties in completing acquisitions; |
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• | the Company’s failure to maintain effective internal control over financial reporting and disclosure controls and procedures; |
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• | increases in interest rates and operating costs, including insurance premiums and real property taxes; |
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• | risks related to natural disasters; |
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• | general volatility of the capital markets and the market price of shares of the Company’s capital stock; |
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• | our failure to maintain the Company’s status as a REIT; |
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• | changes in real estate and zoning laws and regulations; |
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• | legislative or regulatory changes, including changes to laws governing the taxation of REITs; |
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• | litigation, judgments or settlements; |
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• | the Company’s ability to maintain rental rates and occupancy levels; |
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• | competitive market forces; and |
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• | the ability of manufactured home buyers to obtain financing and the level of repossessions by manufactured home lenders. |
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 in this report, whether as a result of new information, future events, changes in our expectations or otherwise. 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.
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Item 9.01 | Financial Statements and Exhibits |
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(d) | Exhibits. |
99.1 | Press Release, dated July 30, 2014 |
99.2 | Investor Presentation, dated July 30, 2014 |
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.
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| | SUN COMMUNITIES, INC.
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Dated: July 30, 2014 | | By: | /s/ Karen J. Dearing |
| | | Karen J. Dearing, Executive Vice President, Chief Financial Officer, Secretary and Treasurer |
EXHIBIT INDEX
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Exhibit No. | | Description |
99.1 | | Press Release, dated July 30, 2014 |
99.2 | | Investor Presentation, dated July 30, 2014 |