UDR, Inc. — Capital/Financing Update 2019

Dec 2, 2019

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 (Date of Earliest Event Reported): November 25, 2019

UDR, Inc.

(Exact name of registrant as specified in its charter)

​	​	​	​	​
Maryland	​	1-10524	​	54-0857512
(State or other jurisdiction	​	(Commission	​	(I.R.S. Employer
of incorporation)	​	File Number)	​	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

Not Applicable

Former name or former address, if changed since last report

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:

☐ 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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock , par value $0.01	UDR	New York Stock Exchange

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).

Emerging Growth Company ☐

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 7.01 Regulation FD Disclosure

On December 2, 2019, UDR, Inc., a Maryland corporation (the “Company”), issued a press release regarding the closing of the transaction described below and certain other matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01 Other Events

On November 25, 2019, the Company closed the previously announced transaction with MetLife Investment Management, pursuant to which the Company:

● acquired the approximately 50% interest not previously owned in 10 UDR/MetLife Investment Management Joint Venture operating communities with a total of 3,321 apartment homes, one community under development and four accretive development land sites, valued at $1.1 billion, or $557 million at UDR’s share; and

● sold to MetLife Investment Management the Company’s approximately 50% ownership interest in five UDR/MetLife Investment Management Joint Venture communities with a total of 1,001 apartment homes, valued at $645 million, or $323 million at UDR’s share.

After accounting for the assumption of in-place debt totaling $540 million at agreed-upon fair market value, the Company’s net cash outflow to complete the swap was approximately $109 million.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

​	​	​
Exhibit No.		Description
99.1	​	Press release dated December 2, 2019 .
104	​	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. ​

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.

​	​	​	​	​
​	​	UDR, Inc.
​	​	​	​
December 2, 2019	​	By:	​	/s/ Joseph D. Fisher
​	​	​	​	Joseph D. Fisher
​	​	​	​	Senior Vice President and Chief Financial Officer
​	​	​	​	(Principal Financial Officer)