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): March 3, 2008
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.) |
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1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado 80129
(Address of principal executive offices)(Zip Code) |
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| 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 2.01. |
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Completion of Acquisition or Disposition of Assets. |
On March 3, 2008, UDR, Inc. (the “Company”), and certain of its subsidiaries and controlled
affiliates (collectively, the “Sellers”), completed the sale of 84 multi-family apartment
communities to DRA Fund VI LLC (the“Buyer”), pursuant to an Agreement of Purchase and Sale dated January 23, 2008 (the “Purchase and
Sale Agreement”). Under the terms of the Purchase and Sale
Agreement, the Sellers agreed to sell to the Buyer 86 multi-family apartment communities located in Arkansas, Delaware, Florida, North Carolina,
Ohio, Oregon, South Carolina, Tennessee, Texas, Virginia and
Washington (the “Portfolio Properties”), as previously reported on the
Company’s Current Report on Form 8-K dated January 23, 2008 and filed with the Securities and
Exchange Commission on January 29, 2008 (Commission File No.
1-10524). The closing of the sale of
the remaining two apartment communities, Andover Place and Dominion at Sharon, is expected to occur during the second quarter of 2008.
As consideration
for the sale of the 84 Portfolio Properties pursuant to the Purchase and Sale Agreement, the Company
received cash proceeds of approximately $1.47 billion and a note in the amount of $200 million. The
note matures on the same date as the Buyer’s senior financing, may be pre-paid fourteen months from
the date of the note, bears interest at a fixed rate of 7.5% per annum and is secured by a pledge
and security agreement and a guarantee. The Company will receive an additional $35.4 million
upon the closing of the sale of the two remaining Portfolio
Properties pursuant to the Purchase and Sale Agreement. The purchase price for the Portfolio Properties was
determined through arm’s length negotiations between the Sellers
and the Buyer.
The foregoing description of the sale of the Portfolio Properties does
not purport to be complete and is qualified in its entirety by the
complete text of the Purchase and Sale Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current
Report on Form 8-K dated January 23, 2008 and is incorporated herein by reference.
Unaudited pro forma consolidated financial information relating to the sale of the Portfolio
Properties is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
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| ITEM 9.01. |
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Financial Statements and Exhibits. |
(b) Pro
Forma Financial Information.
The following pro forma financial information of the Company with respect to the sale
of the Portfolio Properties is attached as Exhibit 99.1 to this
report and is incorporated herein by reference:
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Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2007 |
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Unaudited Pro Forma Consolidated Statement of Operations for the year ended
December 31, 2007 |
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Notes to Unaudited Pro Forma Consolidated Financial Statements |