SUI Replaces $3.05B Facility with $2B Revolver and $1B Additional Capacity
Rhea-AI Filing Summary
Sun Communities entered a new credit agreement replacing its prior $3.05 billion facility with a revolving New Credit Facility that provides up to $2.0 billion in committed borrowings and permits, subject to conditions and lender consent, additional borrowings of up to $1.0 billion. The New Credit Facility matures January 31, 2030, and may be extended twice for six-month periods if conditions are met. Interest rates are based on various reference rates plus a margin tied to the company’s credit ratings; current margins are 0.725% for non-ABR loans and 0.000% for ABR loans. There were no borrowings at closing. The full agreement is filed as Exhibit 10.1.
Positive
- Extended maturity to January 31, 2030 with two six-month extension options provides longer-term liquidity visibility
- Current interest margins are low (0.725% for non-ABR loans and 0.000% for ABR loans) based on the company’s credit ratings
- Additional $1.0 billion of capacity available subject to conditions and lender consent, offering potential incremental flexibility
- No borrowings at closing, indicating unused committed liquidity at the effective date
Negative
- Committed capacity reduced from the Prior Credit Agreement’s $3.05 billion to a $2.0 billion revolving commitment
- Incremental $1.0 billion is conditional and requires Administrative Agent and lender consent, so not guaranteed
- Lenders may accelerate obligations upon an event of default, presenting standard but material credit-risk enforcement provisions
Insights
TL;DR: Replaces prior $3.05B facility with a $2.0B committed revolver plus up to $1.0B incremental capacity; maturity extended to 2030.
The agreement secures liquidity through January 31, 2030, with two six-month extension options. Committed capacity is reduced from the prior $3.05 billion facility to $2.0 billion, with an incremental $1.0 billion available only upon conditions and lender consent. The documentation centralizes multi-currency borrowing rates and ties margins to credit ratings, aligning borrowing cost with the company’s credit profile. The filing discloses that no borrowings were outstanding at closing and that lenders may accelerate obligations upon an event of default.
TL;DR: Maturity extended and pricing linked to ratings; current margins are low, but committed capacity is smaller than the prior facility.
The facility uses multiple reference rates (Term SOFR, Daily SOFR, Adjusted EURIBOR, SONIA, CORRA, BBSY) with margins ranging 0.725%–1.40% for most rates and 0.000%–0.400% for ABR loans; current margins are 0.725% and 0.000% respectively. The ability for lenders to declare acceleration on default is standard but material from a creditor-protection perspective. Certain schedules and exhibits were omitted as permitted, with the company offering to furnish them to the SEC on request.
8-K Event Classification
4 items: 1.01, 1.02, 2.03, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
FAQ
What does the new Sun Communities (SUI) credit agreement provide?
The New Credit Agreement provides a committed $2.0 billion revolving facility with conditional incremental borrowings up to $1.0 billion, maturing January 31, 2030 and extendable twice for six months subject to conditions.
How does pricing work under the new SUI credit facility?
Borrowings use various reference rates by currency plus a margin tied to the company’s credit ratings; current margins are 0.725% for non-ABR loans and 0.000% for ABR loans.
Did Sun Communities borrow under the new facility at closing?
No. The filing states that there were no borrowings under the New Credit Facility at the time of closing.
How does the new facility compare to the prior agreement?
The prior facility was $3.05 billion and scheduled to mature in April 2026; the New Credit Facility commits $2.0 billion with up to $1.0 billion additional subject to conditions, and extends maturity to January 31, 2030.
Are any parts of the credit agreement omitted from the filing?
Yes. Certain schedules and exhibits were omitted pursuant to Item 601(a)(5) of Regulation S-K, and the company will furnish them to the SEC upon request.
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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: September 17, 2025
(Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State of Incorporation) | Commission file number | (I.R.S. Employer Identification No.) | |||||||||||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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):
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. | ||||
On September 17, 2025, Sun Communities Operating Limited Partnership (“SCOLP”), as borrower, and Sun Communities, Inc. (the “Company”), as parent guarantor, entered into a Credit Agreement with J.P.Morgan, as Administrative Agent, Bank of America, N.A., BMO Bank, N.A., Citibank, N.A., Fifth Third Bank, National Association and Wells Fargo Bank, National Association, as Syndication Agents; PNC Bank, National Association, Regions Bank, Royal Bank of Canada, Truist Bank and US Bank National Association, as Co-Documentation Agents; JPMorgan Chase Bank, N.A., BOFA Securities, Inc., BMO Capital Markets Corp., Citibank, N.A., Fifth Third Bank, National Association and Wells Fargo Securities LLC, as Joint Bookrunners and Joint Lead Arrangers and PNC Capital Markets LLC, Regions Capital Markets, RBC Capital Markets, Truist Securities, Inc., and U.S. Bank National Association, as Joint Lead Arrangers and certain other lenders (the “New Credit Agreement”).
The New Credit Agreement replaces the Company’s existing $3.05 billion credit facility extended pursuant to a Fourth Amended and Restated Credit Agreement, as amended, dated as of June 12, 2021, by and among SCOLP and certain lenders (the “Prior Credit Agreement”), which was scheduled to mature April 7, 2026.
Pursuant to the New Credit Agreement, SCOLP may borrow up to $2.0 billion under a revolving loan (the “New Credit Facility”). The New Credit Agreement also permits, subject to the satisfaction of certain conditions, additional borrowings (with the consent of the Administrative Agent and the other lenders) in an amount not to exceed $1.0 billion. The New Credit Facility’s maturity date is January 31, 2030, and, at SCOLP’s option, the maturity date may be extended for two additional six-month periods, subject to the satisfaction of certain conditions. The New Credit Facility offers various interest rates for borrowings under U.S. Dollars (alternate base rate (ABR), Term SOFR Rate and Daily Effective SOFR), Euros (the Adjusted EURIBOR Rate and the Daily Simple SONIA Rate), Canadian Dollars (the Term CORRA Rate and the Daily Simple CORRA) and Australian Dollars (the BBSY Rate,) plus a margin that is determined based on the Company’s credit ratings calculated in accordance with the New Credit Agreement, which can range from 0.725% to 1.40% for all interest rates except ABR loans, which can range from 0.000% to 0.400%. Based on the Company’s current credit ratings, the current margins are 0.725% for all loans other than ABR loans and 0.000% for ABR loans. At the time of the closing, there were no borrowings under the New Credit Facility. At the lenders’ option, the New Credit Facility will become immediately due and payable upon an event of default under the New Credit Agreement.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the New Credit Agreement, which is filed as Exhibit 10.1 and incorporated by reference herein.
| Item 1.02 | Termination of Material Definitive Agreement | ||||
Effective September 17, 2025, the Prior Credit Agreement was terminated in connection with the execution of the New Credit Agreement.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | ||||
The information contained in and incorporated into Item 1.01 above is hereby incorporated in this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits.
| Exhibit No. | Description | ||||
10.1* Credit Agreement dated September 17, 2025, among Sun Communities Operating Limited Partnership, as borrower; Sun Communities, Inc., as parent guarantor; J.P.Morgan, as Administrative Agent; Bank of America, N.A., BMO Bank, N.A., Citibank, N.A., Fifth Third Bank, National Association and Wells Fargo Bank, National Association, as Syndication Agents; PNC Bank, National Association, Regions Bank, Royal Bank of Canada, Truist Bank and US Bank National Association, as Co-Documentation Agents; JPMorgan Chase Bank, N.A., BOFA Securities, Inc., BMO Capital Markets Corp., Citibank, N.A., Fifth Third Bank, National Association and Wells Fargo Securities LLC, as Joint Bookrunners and Joint Lead Arrangers and PNC Capital Markets LLC, Regions Capital Markets, RBC Capital Markets, Truist Securities, Inc., and U.S. Bank National Association, as Joint Lead Arrangers and certain other lenders
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because such schedules and exhibits do not contain information which is material to an investment decision or which is not otherwise disclosed in the filed agreements. The Company will furnish the omitted schedules and exhibits to the SEC upon request by the SEC.
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: September 22, 2025 | By: | /s/ Fernando Castro-Caratini | |||||||||
Fernando Castro-Caratini, Executive Vice President, Chief Financial Officer, Secretary and Treasurer | |||||||||||