News Column

UNITED DOMINION REALTY L P FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

July 31, 2014



Item 8.01. Other Events.

On July 29, 2014, UDR, Inc., a Maryland corporation (the "Company"), filed with the Securities and Exchange Commission a shelf registration statement on Form S-3 (File No. 333-197710) (the "Registration Statement"), and on July 30, 2014, the Company and United Dominion Realty, L.P., a Delaware limited partnership (the "Operating Partnership") filed Post-Effective Amendment No.1 to the Registration Statement (the "Post-Effective Amendment") in respect of certain of the Company's and the Operating Partnership's securities. In connection with filing the Registration Statement and the Post-Effective Amendment, the Company and the Operating Partnership entered into an amendment to the Third Amended and Restated Distribution Agreement dated September 1, 2011, for the offering, from time to time, of the Company's medium term notes (the "Distribution Agreement"), and the Company entered into an amendment to the ATM Equity OfferingSM Sales Agreement dated April 4, 2012, for the offering, from time to time, of the Company's common stock (the "Sales Agreement"). The purpose of the amendment to the Sales Agreement was to reference the Registration Statement in the agreement, and the purpose of the amendment to the Distribution Agreement was to reference the Registration Statement in the agreement and to change the definition of "the Agents" in the agreement.

A copy of the amendment to the Sales Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein. A copy of the amendment to the Distribution Agreement is attached hereto as Exhibit 1.2 and is incorporated by reference herein. The foregoing descriptions of the amendments to the Sales Agreement and the Distribution Agreeement are qualified in their entirety by reference to Exhibits 1.1 and 1.2.

Morrison & Foerster LLP issued its opinions with respect to the legality of the shares of common stock that may be issued pursuant to the Sales Agreement, as amended, and with respect to disclosure regarding certain U.S. federal income tax matters, which opinions are attached hereto and incorporated herein by reference as Exhibits 5.1 and 8.1, respectively. Kutak Rock LLP also issued its opinion with respect to certain U.S. federal tax matters regarding the Company's REIT status, which opinion is attached hereto and incorporated herein by reference as Exhibit 8.2.

ATM Equity Offering is a service mark of Merrill Lynch & Co., Inc.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

1.1 Amendment No. 1 to the Sales Agreement. 1.2 Amendment No. 1 to the Distribution Agreement. 5.1 Opinion of Morrison & Foerster LLP. 8.1 Tax Opinion of Morrison & Foerster LLP. 8.2 Tax Opinion of Kutak Rock LLP. 23.1 Consent of Morrison & Foerster LLP (contained in Exhibits 5.1 and 8.1). 23.2 Consent of Kutak Rock LLP (contained in Exhibit 8.2).



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