UDR UDR Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of Earliest Event Reported): August 12, 2024

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UDR, Inc.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (720) 283-6120

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Not Applicable

Former name or former address, if changed since last report

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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:

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☐  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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Securities registered pursuant to Section 12(b) of the Act:

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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).

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Emerging growth company ☐

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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 8.01 Other Events

On August 15, 2024, UDR, Inc., a Maryland corporation (the “Company”), issued $300,000,000 aggregate principal amount of the Company’s 5.125% Medium-Term Notes, Series A due 2034 (the “Notes”), which are fully and unconditionally guaranteed by United Dominion Realty, L.P.

On August 12, 2024, the Company issued a press release announcing the pricing of the Notes. 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 Financial Statements and Exhibits

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(d) Exhibits

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SIGNATURES

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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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[Goodwin Procter LLP letterhead]

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Exhibit 5.1

August 15, 2024

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UDR, Inc.

United Dominion Realty, L.P.

1745 Shea Center Drive, Suite 200
Highlands Ranch, Colorado 80129

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Re:Securities Being Registered under Registration Statement on Form S-3

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Reference is made to a Registration Statement on Form S-3 (File No. 333-269757) (as amended or supplemented, the “Registration Statement”) filed on February 14, 2023 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by UDR, Inc., a Georgia corporation (the “Company”), and United Dominion Realty, L.P., a Delaware limited liability partnership (the “Operating Partnership”), of, among other securities, (i) the Company’s debt securities (the “Debt Securities”) and (ii) guarantees of the Debt Securities by certain subsidiaries of the Company, including the Operating Partnership.

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We are delivering this opinion letter in connection with the Pricing Supplement (the “Final Pricing Supplement”), filed on August 13, 2024, by the Company and the Operating Partnership with the Commission pursuant to Rule 424 under the Securities Act.  The Final Pricing Supplement relates to the offering by the Company of $300,000,000 aggregate principal amount of Debt Securities in the form of 5.125% Senior Notes due 2034 (the “Notes”) and the Guarantee thereof by the Operating Partnership (the “Note Guarantee”).  The Notes and the Note Guarantee are being sold to the several agents named in, and pursuant to, the Third Amended and Restated Distribution Agreement, dated September 1, 2011, as amended July 29, 2014, April 27, 2017, May 7, 2020 and February 14, 2023, among the Company, the Operating Partnership as guarantor, BofA Securities, Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, Regions Securities LLC, RBC Capital Markets, LLC, Samuel A. Ramirez & Company, Inc., Truist Securities, Inc. (as successor in interest to SunTrust Robinson Humphrey, Inc.), TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC (together with the Terms Agreement, the “Distribution Agreement”).

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We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below.  We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates  of officers of the Company and the Operating Partnership.

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The Notes and Guarantee will be issued pursuant to an Indenture, dated as of November 1, 1995 (the “Base Indenture”), between the Company (successor by merger to United Dominion Realty Trust, Inc., a Virginia Corporation) and U.S. Bank Trust Company, National Association (successor trustee to Wachovia Bank, National Association, formerly known as First Union National Bank of Virginia), as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of May 3, 2011, among the Company, the Operating Partnership and the Trustee (together with the Base Indenture, the “Indenture”). We refer to the Indenture, the Notes and the Note Guarantee as the “Transaction Documents.”

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In our examination of the Transaction Documents and other documents relevant to the opinions set forth below, we have assumed, without independent verification, (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity and completeness of all Transaction Documents and other relevant documents submitted to us as originals, (iv) the conformity to the original of the Transaction Documents and other relevant documents submitted to us as copies or by facsimile or other means of electronic transmission and (v) the truth, accuracy and completeness of information, representations and warranties contained in the Transaction Documents and other relevant documents. We have also assumed the validity and constitutionality of each relevant statute, rule, regulation and action by governmental agencies covered by this opinion letter, unless a reported decision of a court in the relevant jurisdiction has held otherwise.

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The opinions set forth below are limited to the Maryland General Corporation Law and the Delaware Limited Liability Company Act. We note that Shulman Rogers, P.A. has filed an Exhibit 5.1 opinion covering matters of VA law with respect to the Notes and the Note Guarantee.  

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Based on the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that:

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(1)  the Notes have been duly authorized for execution and delivery pursuant to the Distribution Agreement and in accordance with the Indenture.

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(2) the Note Guarantee has been duly authorized for execution and delivery pursuant to the Distribution Agreement and in accordance with the Indenture.

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This opinion letter and the opinions it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

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We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Company’s Current Report on Form-8-K, dated August 15, 2024, which is incorporated by reference into the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement.  In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

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Very truly yours,

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/s/ Goodwin Procter LLP

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GOODWIN PROCTER LLP

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August 15, 2024

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Board of Directors

UDR, Inc.

1745 Shea Center Drive, Suite 200

Highlands Ranch, Colorado 80129

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Ladies and Gentlemen:

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We have acted as counsel to UDR, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of $300,000,000 aggregate principal amount of the Company’s 5.125% Medium-Term Notes, Series A, due September 1, 2034 (the “Notes”) issued pursuant to the Third Amended and Restated Distribution Agreement, dated September 1, 2011, as amended July 29, 2014, April 27, 2017 and May 7, 2020, among the Company, United Dominion Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), as guarantor, and BofA Securities, Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, Regions Securities LLC, RBC Capital Markets, LLC, Samuel A. Ramirez & Company, Inc., Truist Securities, Inc. (as successor in interest to SunTrust Robinson Humphrey, Inc.), TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC (the “Distribution Agreement”). The Notes have been issued pursuant to an Indenture dated as of November 1, 1995 (the “Senior Indenture”), between the Company (successor by merger to United Dominion Realty Trust, Inc., a Virginia Corporation) and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), successor trustee to Wachovia Bank, National Association (formerly known as First Union National Bank of Virginia), as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of May 3, 2011, among the Company, the Operating Partnership and the Trustee (the “First Supplemental Indenture”, and together with the Senior Indenture, the “Indenture”). The payment of principal and interest on the Notes will be fully and unconditionally guaranteed by the Operating Partnership pursuant to the Guaranty of the Operating Partnership with respect to the Senior Indenture, dated as of September 30, 2010 (the “Guarantee”).

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The Company filed a Registration Statement on Form S-3 (File No. 333-269757) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the proposed offer and sale of an unspecified amount of certain types of the Company’s securities, including the Notes and the Guarantee.

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In connection with this opinion, we have examined such corporate records, documents, instruments, certificates of public officials and officers of the Company, made such inquiries of officers of the Company and public officials, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.

The opinions hereinafter expressed are subject to the following qualifications, exceptions, and assumptions:

In connection with this opinion, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of documents executed by all parties, we have assumed that each party has the power and authority to execute and deliver, and to perform and observe the provisions of, such documents and has duly authorized, executed and delivered such documents. With respect to documents executed by parties, other than the Company and the Operating Partnership, we have assumed that such documents constitute the legal, valid and binding obligations of each such party. We also have assumed the integrity and completeness of the minute books of the Company presented to us for examination. With respect to certain factual matters, we have relied upon certificates of officers of the Company.

Based upon and subject to the foregoing, we are of the opinion that:

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We express no opinion as to matters governed by laws of any jurisdiction other than the laws of the Commonwealth of Virginia, as in effect on the date hereof.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the Commission on or about August 15, 2024, which will be incorporated by reference in the Registration Statement, and to reference to us under the caption “Legal Matters” in the Prospectus, which is a part of the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Sincerely,

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/s/ Shulman Rogers, P.A.

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SHULMAN ROGERS, P.A.

Exhibit 99.1

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UDR Prices Senior Unsecured Notes Due 2034

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DENVER, CO., August 12, 2024 - UDR, Inc. (the “Company”) (NYSE: UDR), announced today that it has priced an offering of $300 million aggregate principal amount of 5.125% senior unsecured notes due 2034. The notes were priced at 98.977% of the principal amount, plus accrued interest from August 15, 2024 to yield 5.257% to maturity.

The effective interest rate of the notes is 5.08%, including the impact of prior interest rate hedges, but excluding offering costs.

Interest is payable on the notes semiannually on March 1 and September 1 with the first interest payment on March 1, 2025. The notes will mature on September 1, 2034 unless redeemed prior to that date.

The notes are fully and unconditionally guaranteed by United Dominion Realty, L.P.

The Company expects to use the net proceeds from the offering for repayment of currently outstanding indebtedness under its commercial paper program and general corporate purposes.

The settlement of the offering is expected to occur on August 15, 2024, subject to the satisfaction of customary closing conditions.

J.P. Morgan Securities LLC, BofA Securities, Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Regions Securities LLC, TD Securities (USA) LLC and Truist Securities, Inc. are the joint book-running managers for the offering.  Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, PNC Capital Markets LLC, U.S. Bancorp Investments, Inc., BNY Mellon Capital Markets, LLC, and Samuel A. Ramirez & Company, Inc. are the co-managers for the offering.

The Company has filed a registration statement (including a pricing supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the pricing supplement, prospectus supplement and prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of these documents may be obtained by contacting (i) J.P. Morgan Securities LLC 383 Madison Avenue, New York, New York 10179, Attn: Investment Grade Syndicate Desk, Tel: (212) 834-4533.; (ii) BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at dg.prospectus_requests@bofa.com; (iii) RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281, Attn: Syndicate Operations, email: rbcnyfixedincomeprospectus@rbccm.com or by telephone: 1-866-375-6829 or (iv) Wells Fargo Securities, LLC, Attention: WFS Customer Service, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, email: wfscustomerservice@wellsfargo.com, or by telephone: 1-800-645-3751.

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Forward-Looking Statements

Certain statements made in this press release may constitute “forward-looking statements.” Words such as “expects,” “intends,” “believes,” “anticipates,” “plans,” “likely,” “will,” “seeks,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed or implied by a forward-looking statement, due to a number of factors, which include, but are not limited to, general market and economic conditions, unfavorable changes in the apartment market and economic conditions that could adversely affect occupancy levels and rental rates, the impact of inflation/deflation on rental rates and property operating expenses, the availability of capital and the stability of the capital markets, rising interest rates, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments, redevelopments and lease-ups on schedule or at expected rent and occupancy levels, changes in job growth, home affordability and demand/supply ratio for multifamily housing, development and construction risks that may impact profitability, risks that joint ventures with third parties and Developer Capital Program investments do not perform as expected, the failure of automation or technology to help grow net operating income, and other risk factors discussed in documents filed by the Company with the SEC from time to time, including the Company's Annual Report on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Actual results may differ materially from those described in the forward-looking statements. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this press release, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in the Company's expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required under the U.S. securities laws.

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About UDR, Inc.

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UDR, Inc. (NYSE: UDR), an S&P 500 company, is a leading multifamily real estate investment trust with a demonstrated performance history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted U.S. markets. As of June 30, 2024, UDR owned or had an ownership position in 60,126 apartment homes. For over 52 years, UDR has delivered long-term value to shareholders, the best standard of service to residents and the highest quality experience for associates.

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Contact: UDR, Inc.

Trent Trujillo

ttrujillo@udr.com

720-283-6135

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