UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2010
UDR, INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction of
incorporation)
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1-10524
(Commission File Number)
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54-0857512
(I.R.S. Employer
Identification No.) |
1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado 80129
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (720) 283-6120
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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. |
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Entry into a Material Definitive Agreement. |
On September 8, 2010, UDR, Inc., a Maryland corporation (the “Company”), entered into an
Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo
Securities, LLC, (collectively, the “Underwriters”), a copy of which is filed herewith as
Exhibit 1.1 and incorporated herein by reference (the “Underwriting Agreement”). Pursuant to the
Underwriting Agreement, the Company has agreed to sell to the Underwriters 16,000,000 shares of the
Company’s common stock, par value $0.01 per share (the “Shares”), at a public offering price of
$20.35 per share. According to the terms of the Underwriting Agreement, the Underwriters will
receive an underwriting discount equal to $0.814 per share. The Company also granted the
Underwriters a 30-day option to purchase up to an additional 2,400,000 Shares to cover
overallotments, if any.
Pursuant to the Underwriting Agreement, subject to certain exceptions, the Company, its directors
and certain of its officers have agreed not to sell or otherwise dispose of any of the Company’s
common stock held by them for a period beginning on an including the date of the Underwriting
Agreement through and including the date which is the earlier of (i) 60 days after the date of the
Underwriting Agreement and (ii) November 8, 2010, without first obtaining the written consent of
the Underwriters.
The Company expects to close the offering on September 13, 2010, subject to the satisfaction of
closing conditions.
Morrison
& Foerster LLP, as counsel to the Company, has issued its opinions with respect to the
legality of the Shares issued pursuant to the Underwriting Agreement
and with respect to certain U.S. federal income tax matters,
which opinions are attached
hereto and incorporated herein by reference as Exhibits 5.1 and
8.1, respectively. Kutak Rock LLP has issued its opinion
with respect to certain U.S. federal income tax matters, which opinion is attached hereto and
incorporated herein by reference as Exhibit 8.2.
On September 8, 2010, the Company issued a press release announcing the pricing of its previously
announced common stock offering. A copy of the press release is attached hereto as Exhibit 99.1,
and is incorporated herein by reference.
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| ITEM 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement, dated September 8, 2010,
between the Company and the Underwriters. |
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5.1 |
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Opinion of Morrison & Foerster LLP. |
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8.1 |
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Tax
Opinion of Morrison & Foerster LLP. |
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8.2 |
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Tax Opinion of Kutak Rock LLP. |