8-K

 

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): August 20, 2009

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))

Item 8.01 Other Events.

On August 20, 2009, UDR, Inc. issued a press release announcing that it has extended the early tender deadline and expiration time, and increased the early tender payment, in respect of its previously announced cash tender offer and consent solicitation for its outstanding 8.50% Debentures due September 15, 2024. A copy of the press release announcing the increase in the early tender payment and the extension of the early tender deadline and expiration time is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Ex. No. - Description
-------------------------------------------------------------------------------------

99.1 - Press Release dated August 20, 2009.

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.
August 20, 2009	By:	David L. Messenger
		Name: David L. Messenger
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated August 20, 2009.

EX-99.1

Exhibit 99.1

For Immediate Release

Contact: David Messenger, CFO

Phone: 720.283.6120

UDR Announces Increase in Early Tender Payment and Extension of Early Tender Deadline and
Expiration Time for Its

Previously Announced Tender Offer and Consent Solicitation
for Its 81/2% Debentures Due September 15, 2024

DENVER, CO – August 20, 2009 – UDR, Inc. (NYSE: UDR — News), a leading multifamily real estate investment trust (REIT), today announced that it has extended the early tender deadline in respect of its previously announced cash tender offer and consent solicitation (the “Offer”) for its 81/2% Debentures Due September 15, 2024 (the “Notes”)(CUSIP No. 910197AC6), to 5:00 P.M., Eastern Time, on August 20, 2009, unless extended or earlier terminated (the “Extended Early Tender Deadline”), from 5:00 P.M., Eastern Time, on August 19, 2009. The Company had previously extended the early tender deadline from 5:00 P.M., Eastern Time, on August 17, 2009 to 5:00 P.M., Eastern Time, on August 19, 2009. As a result of the extension of the early tender deadline, the consent solicitation (the “Solicitation”) will expire at the Extended Early Tender Deadline on August 20, 2009.

The Company also announced that the Early Tender Payment as set forth in the Offer to Purchase and Consent Solicitation Statement dated August 4, 2009 (the “Offer to Purchase”), has been increased from $30 per $1,000 principal amount of Notes to $120 per $1,000 principal amount of Notes validly tendered at or prior to the Extended Early Tender Deadline and accepted for purchase. The increased Early Tender Payment of $120 per $1,000 principal amount of Notes will be paid to all holders who have previously tendered their Notes if their Notes are accepted for purchase in the Offer.

The expiration time of the Offer has been extended from 11:59 P.M., Eastern Time, on August 31, 2009, to 11:59 P.M., Eastern Time, on September 3, 2009, unless extended or earlier terminated (the “Extended Expiration Time”). Holders of Notes may tender their Notes until the Extended Expiration Time.

The Offer Consideration of $980 per $1,000 principal amount of Notes validly tendered and accepted for purchase, as set forth in the Offer to Purchase, has not been changed. Therefore, holders who validly tender their Notes and deliver their consents at or prior to the Extended Early Tender Deadline will receive the increased Total Consideration of $1,100 per $1,000 principal amount of Notes tendered, which includes the increased Early Tender Payment of $120 per $1,000 principal amount of Notes, if their tendered Notes are accepted for purchase. However, holders who validly tender their Notes and deliver their consents after the Extended Early Tender Deadline but by the Extended Expiration Time will receive $980 per $1,000 principal amount of Notes if their Notes are accepted for purchase, and they will not receive an Early Tender Payment with respect to their tendered Notes.

As of 5:00 P.M., Eastern Time, on August 19, 2009, valid tenders and consents had been received from holders of $17,949,000 in aggregate principal amount of Notes, representing approximately 33.79% of the outstanding Notes. Because the withdrawal deadline for the Offer has already expired, Notes previously tendered and consents previously delivered cannot be withdrawn.

Except as set forth above, all other terms of the Offer and Solicitation remain unchanged.

The complete terms and conditions of the Offer and Solicitation are described in the Offer to Purchase dated August 4, 2009, copies of which were previously sent to holders of the Notes. Copies of the Offer to Purchase and letter of transmittal may be obtained by contacting Global Bondholders Services Corporation as Information Agent at (866) 924-2200 (U.S. toll-free) or (212) 430-3774. The Company has engaged Wells Fargo Securities to serve as Dealer Manager for the tender offer. Questions regarding the tender offer and consent solicitation may be directed to Wells Fargo Securities at (866) 309-6316 (U.S. toll-free) or (704) 715-8341.

Completion of the Offer is subject to satisfaction or waiver by the Company of certain conditions, as described in the Offer to Purchase.

None of the Company, the Dealer Manager or the Information Agent make any recommendations as to whether holders should tender their Notes or deliver consents pursuant to the Offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender Notes and deliver consents, and, if so, the principal amount of Notes to tender.

This press release does not constitute an offer to purchase, a solicitation of an offer to sell nor a solicitation of consents with respect to, any Notes or other securities, nor shall there be any purchase of Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The tender offer and consent solicitation is being made solely by the Offer to Purchase and Consent Solicitation Statement dated August 4, 2009.

About UDR, Inc.

UDR, Inc. (NYSE:UDR — ), an S&P 400 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 August 1, 2009, UDR owned 44,990 apartment homes and had 1,916 homes under development. For over 37 years, UDR has delivered long-term value to shareholders, the best standard of service to residents, and the highest quality experience for associates. Additional information can be found on the Company’s website at www.udr.com.

Forward-Looking Statements

Certain statements made in this press release may constitute “forward-looking statements.” The words “expect,” “intend,” “believe,” “anticipate,” “likely,” “will” and similar expressions generally identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning availability of capital and the stabilization of the capital markets, the impact of competition and competitive pricing, acquisitions or new developments not achieving anticipated results, delays in completing developments and lease-ups on schedule, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels, expectations concerning the Vitruvian Park project, expectations that automation will help grow net operating income, expectations on post-renovated stabilized annual 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. 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 disseminate any updates or revisions to 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 by law.