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Entry into a Material Definitive

In connection with the acquisitions described below under Item 2.01 of this Current Report on Form 8-K, on October 5, 2015, UDR, Inc., a Maryland corporation (the Company), as the sole general partner and a limited partner, United Dominion Realty, L.P., a Delaware limited partnership (the Operating Partnership) and UDR Texas Properties LLC, a Delaware limited liability company owned 0.5% by the Company and 99.5% by the Operating Partnership ("UDR Texas"), as limited partners, entered into the Agreement of Limited Partnership (the Partnership Agreement) of UDR Lighthouse DownREIT L.P. (the DownREIT Partnership).

As the sole general partner of the DownREIT Partnership, the Company has full, complete and exclusive discretion to manage and control the business of the DownREIT Partnership and to make all decisions affecting the business and assets of the DownREIT Partnership, subject to certain limitations set forth in the Partnership Agreement. Upon completion of the transactions under the Contribution Agreement (as defined below), the Company, the Operating Partnership and UDR Texas will own approximately 8.5%, 32.5% and 9.1%, respectively, of the units of limited partnership interest in the DownREIT Partnership (DownREIT Units), which they received in exchange for their contribution of the following properties to the DownREIT Partnership:

Property

Location

Ridge at Blue Hills

(1)

Braintree, MA

Residences at the Domain

(1)

Austin, TX

Inwood West

(2)

Woburn, MA

Thirty377

(2)

Dallas, TX

Legacy Village

(2)

Plano, TX

Delancey at Shirlington

(2)

Arlington, VA

Circle Towers

(2)

Fairfax, VA

Barton Creek Landing

(3)

Austin, TX

The Whitmore

(3)

Arlington, VA

(1) Contributed by the Company.

(2) Contributed by the Operating Partnership.

(3) Contributed by UDR Texas.

The limited partners have no power to remove the Company as general partner of the DownREIT Partnership. The DownREIT Partnership is structured to make distributions in respect of DownREIT Units that will be equivalent to the distributions made to holders of the Companys common stock. Subject to certain terms and conditions set forth in the Partnership Agreement, limited partners in the DownREIT Partnership (other than the Company and its affiliates) have the right, commencing one year after the date of issuance, to tender their DownREIT Units for redemption...


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