Item 1.01 Entry into a Material Definitive Agreement.

On September 15, 2021, UDR, Inc. (the "Company"), as borrower, entered into a second amended and restated credit agreement (the "Credit Agreement"), which provides for a $1.3 billion senior unsecured revolving credit facility (the "Revolving Credit Facility") and a $350 million senior unsecured term loan (the "Term Loan"). The Credit Agreement includes an accordion feature that allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2026, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of January 31, 2027.

Wells Fargo Bank, National Association served as Administrative Agent, and Wells Fargo Securities, LLC and JPMorgan Chase Bank, N.A. served as Joint Bookrunners, and together with PNC Capital Markets LLC, U.S. Bank National Association, Regions Capital Markets, a Division of Regions Bank, TD Bank, N.A., and Truist Securities, Inc. served as Joint Lead Arrangers. JPMorgan Chase Bank, N.A. served as Syndication Agent, and PNC Bank, National Association, U.S. Bank National Association, Regions Bank, Bank of America, N.A., Citibank, N.A., TD Bank, N.A. and Truist Bank served as Documentation Agents. Wells Fargo Bank, National Association served as Sustainability Structuring Agent. Other lenders under the Credit Agreement include Royal Bank of Canada, Morgan Stanley Bank, N.A., The Bank of New York Mellon, and Associated Bank, National Association.

The Credit Agreement amends and restates the Company's credit agreement, dated as of September 27, 2018 (as amended, the "Prior Credit Agreement").

On September 15, 2021, the Company borrowed $180.0 million under the Revolving Credit Facility to pay the outstanding balance under the revolving facility under the Prior Credit Agreement. No prepayment or termination fee was payable in connection with such repayments. The $350 million outstanding under the term loan of the Prior Credit Agreement continues to be outstanding under the Term Loan.

Based on the Company's current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 77.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 85 basis points. Depending on the Company's credit rating the margin under the Revolving Credit Facility ranges from 70 to 140 basis points and the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 75 to 160 basis points. Further, the Credit Agreement includes sustainability adjustments pursuant to which the applicable margin for the Revolving Credit Facility and the Term Loan may be reduced by up to two basis points after September 15, 2022 contingent upon the Company receiving green building certifications.

The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable.

The Company's obligations under the Credit Agreement are guaranteed by United Dominion Realty, L.P., the Company's operating partnership, pursuant to the Guaranty dated as of September 15, 2021 (the "Guaranty").

Copies of the Credit Agreement and the Guaranty are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by this reference. The foregoing summary of the material terms of the Credit Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to Exhibits 10.1 and 10.2.

Certain of the parties to the Credit Agreement, directly or through affiliates, have pre-existing relationships with the Company and have provided commercial lending, advisory and other services to the Company and its affiliates from

time to time, for which such parties have received customary fees and expenses. Certain of the parties to the Credit Agreement, directly or through affiliates, also have provided investment banking services to the Company, including serving as underwriters or agents in certain of the Company's public offerings of debt and equity securities, for which such parties received customary fees and expenses. These parties may, from time to time, engage in transactions with, and perform services for, the Company and its affiliates in the ordinary course of their business.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by this reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.




 Ex. No.     Description
 10.1          Credit Agreement dated as of September 15, 2021  .
 10.2          Guaranty of United Dominion Realty, L.P. dated as of September 15,
            2021  .
104         Cover Page Interactive Data File - The cover page XBRL tags are embedded
            within the Inline XBRL document.

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