Item 8.01. Other Events.
On March 29, 2022, UDR, Inc., a Maryland corporation (the "Company"), entered
into (i) the Underwriting Agreement, dated March 29, 2022 (the "Underwriting
Agreement"), among the Company and Morgan Stanley & Co. LLC ("Morgan Stanley")
and Citigroup Global Markets Inc. ("Citigroup"), in their capacities as
underwriters (together, the "Underwriters"); Morgan Stanley and Citibank, N.A.
("Citibank"), in their capacities as forward purchasers (together, the "Forward
Purchasers"); and Morgan Stanley and Citigroup (in its capacity as an agent of
Citibank), in their capacities as forward sellers; and (ii) the two letter
agreements, each dated March 29, 2022 (together, the "Confirmations"), by and
between the Company and each of the Forward Purchasers, relating to the forward
offering and sale of 7,000,000 shares of the Company's common stock (the
"Shares"). The initial forward price under the Confirmations is $57.565 per
Share. The sale of Shares closed on April 1, 2022.
The Shares were offered pursuant to an effective shelf registration statement on
Form S-3 on file with the Securities and Exchange Commission. Copies of the
Underwriting Agreement and the Confirmations are attached as Exhibits 1.1
through 1.3 to this Current Report on Form 8-K and are incorporated herein by
reference. The summary set forth above is qualified in its entirety by reference
to such exhibits.
Morrison & Foerster LLP, as counsel to the Company, has issued its opinion with
respect to the legality of the Shares, which opinion is attached hereto and
incorporated herein by reference as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated March 29, 2022, among the Company,
the Underwriters, the Forward Sellers and the Forward Purchasers .
1.2 Confirmation of Registered Forward Transaction, dated March 29,
2022, by and between the Company and Morgan Stanley & Co. LLC .
1.3 Confirmation of Registered Forward Transaction, dated March 29,
2022, by and between the Company and Citibank, N.A .
5.1 Opinion of Morrison & Foerster LLP .
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1) .
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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