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): July 27, 2007
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.) |
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
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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01. Entry into a Material Definitive Agreement.
On July 27, 2007, UDR, Inc. (the “Company”) entered into a Second Amended and Restated Credit
Agreement with Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc., as Joint Lead
Arrangers and Joint Bookrunners, Wachovia Bank, National Association,
as Administrative Agent, JPMorgan Chase
Bank, N.A., as Syndication Agent, each of SunTrust Bank, U.S. Bank National Association and Wells
Fargo Bank, National Association, as Documentation Agents, each of Bank of America, N.A., Citicorp
North America, Lasalle Bank National Association, Mizuho Corporate Bank Ltd., New York Branch, PNC
Bank, National Association, Regions Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Co-Agents,
and each of the financial institutions initially a signatory thereto and their assignees, as
Lenders. The Second Amended and Restated Credit Agreement is a three-year unsecured credit
facility in the initial amount of $600 million, which includes a $50 million letter of credit
subfacility and a $50 million swingline subfacility. Under
certain circumstances, the initial amount of $600 million under the
Second Amended and Restated Credit Agreement may be increased to $750 million.
The Second Amended and Restated Credit Agreement dated as of July 27, 2007 amends and restates
the Company’s three-year $500 million unsecured Amended and Restated Credit Agreement dated May 25,
2005, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 25,
2005, filed with the Securities and Exchange Commission on May 27, 2005 (Commission File No.
1-10524).
On
July 27, 2007, the Company borrowed $93.0 million under the Second Amended and Restated
Credit Agreement dated as of July 27, 2007 to pay outstanding balances under the Amended and
Restated Credit Agreement dated May 25, 2005.
The Second Amended and Restated Credit Agreement dated as of July 27, 2007 is attached hereto
as Exhibit 10.1 and is incorporated herein by reference.
Certain of the parties to the Second Amended and Restated Credit Agreement, directly or
through affiliates, have pre-existing relationships with the Company and have provided commercial
lending, advisory and other services for the Company and its affiliates from time to time, for
which such parties have received customary fees and expenses. Certain of the parties to the Second
Amended and Restated Credit Agreement, directly or through affiliates, have also provided
investment banking services to the Company, including as underwriter or agent in certain of the
Company’s public offerings of debt and equity securities, for which such parties received customary
fees and expenses. These parties may, from time to time, engage in transactions with, and perform
services for, the Company and its affiliates in the ordinary course of their business.
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ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information reported under Item 1.01 of this report is incorporated by reference into this
Item 2.03. The Second Amended and Restated Credit Agreement dated as of July 27, 2007 is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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10.1
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Second Amended and Restated Credit Agreement dated as of July 27, 2007. |
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10.2
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Amended and Restated Credit Agreement dated as of
May 25, 2005 (incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K dated
May 25, 2005, filed with the Securities and Exchange
Commission on May 27, 2005, Commission File No.
1-10524). |
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