UDR public offer price of 6,100,000 ordinary shares


DENVER – (COMMERCIAL THREAD) – UDR, Inc. (the “Company”) (NYSE: UDR) announced today that it has priced a binding takeover bid of 6,100,000 common shares at a price of 49, $ 38 per share, all of which are offered under the forward sales contracts described below and all of which will be sold to an institutional investor.

BofA Securities and Citigroup are acting as co-book managers for the offering.

The Company has entered into forward sales contracts with BofA Securities and Citigroup or their affiliates (the “Forward Buyers”) for 6,100,000 Common Shares. Under the forward sales contracts, the forward buyers or their affiliates are expected to borrow and sell to the underwriters a total of 6,100,000 common shares which will be delivered under this offering. Subject to its right to opt for settlement in cash or in net shares, which right is subject to certain conditions, the Company intends to deliver, upon physical settlement of these forward sales contracts to one or more dates specified by the Company occurring no later than June 20, 2022, a total of 6,100,000 common shares to forward buyers in exchange for cash proceeds per share equal to the applicable forward sale price, which is the price offer, less subscription discounts and commissions, and is subject to certain adjustments as provided for in forward sales contracts.

The closing of the offer is scheduled for June 24, 2021, subject to customary closing conditions.

The Company will not initially receive any proceeds from the sale of shares of its Common Shares by the Forward Purchasers or their affiliates under the Offer. The Company expects to use the net proceeds, if any, that it will receive in the future settlement of forward sales contracts for planned acquisitions or other investments, the existing pipeline of development and development capital program. of the Company, and working capital and general objectives of the business, which may include the repayment of outstanding debt under the Company’s commercial paper program, the unsecured revolving credit facility and the credit facility. working capital credit, if applicable.

Selling common shares through forward sales contracts allows the Company to price such shares based on the offer price (subject to certain adjustments) while delaying the issuance of such shares. and receipt of the net proceeds by the Company until the scheduled date the funding requirements described above have been met.

This offering is being made in accordance with the Company’s currently valid registration statement, which has been previously filed with the Securities and Exchange Commission (the “SEC”). This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, and there will be no sale of such securities in a State in which such an offer, solicitation or sale would be illegal before registration. or qualification under the securities laws of such state.

You can obtain copies of the prospectus supplement and the prospectus relating to the offering, when available, free of charge from the SEC at www.sec.gov. Alternatively, copies of these documents can be obtained by contacting (i) BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, or sending a e-mail to dg. [email protected]; and (ii) Citigroup, c / o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, phone: 1-800-831-9146, or by sending an email to [email protected]

Forward-looking statements

Certain statements made in this press release may constitute “forward-looking statements”. Words such as “expects”, “intends”, “believes”, “anticipates”, “anticipates”, “,”. these forward-looking statements. Forward-looking statements, by their nature, involve estimates, projections, objectives, forecasts and assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to occur. differ materially from those expressed or implied by these forward-looking statements. -forward-looking statements, due to a number of factors which include, but are not limited to, the impact of the COVID-19 pandemic and measures to prevent its spread or mitigate its effects, changes unfavorable conditions in the apartment market, changing economic conditions, the impact of inflation / deflation on rental rates and building operating costs, expectations regarding the availability of capital and the stability of property markets. capital, the impact of competition and competitive prices, acquisitions, developments and redevelopments not achieving the expected results, delays in the completion of developments, redevelopments and leases on time, expectations on growth of employment, affordability of houses and demand / supply ratio for collective housing, expectations regarding development and redevelopment activities, expectations on occupancy levels and s rental rates, expectations regarding joint ventures and partnerships with third parties, expectations that technology will help increase net operating income, expectations on annualized net operating income and other risk factors discussed in documents filed by the Company with the Securities and Exchange Commission 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 forward-looking statements. These forward-looking statements and these risks, uncertainties and other factors speak only as of the date of this press release, and the Company expressly disclaims any obligation or commitment to update or revise any forward-looking statement contained in this document, to reflect any change in the Company’s expectations in this regard, or any other change in the events, conditions or circumstances upon which such statement is based, except to the extent otherwise required by United States securities laws.

About UDR, Inc.

UDR, Inc. (NYSE: UDR), an S&P 500 company, is a leading multi-family real estate investment trust with a proven track record of superior and reliable performance by managing, buying, selling, developing and redeveloping properties. attractive real estate properties in targeted US markets. As of March 31, 2021, UDR held or held an ownership position in 52,617 apartments, of which 1,417 were under development. For more than 48 years, UDR has provided long-term shareholder value, the highest level of service to residents and the highest quality experience for associates.


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