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MoFo Represents UDR, Inc. in $306 Million Offering

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Morrison & Foerster represented UDR, Inc., a publicly traded real estate investment trust (the “Company”), in connection with its $306 million underwritten public offering of 7,000,000 shares of the Company’s common stock, under its shelf registration statement. In connection with the offering, the Company entered into forward sale agreements between the Company and each of JPMorgan Chase Bank, N.A., and Wells Fargo Bank, N.A. The offering closed on April 5, 2021.

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Morrison & Foerster represented UDR, Inc., a publicly traded real estate investment trust (the “Company”), in connection with its $306 million underwritten public offering of 7,000,000 shares of the Company’s common stock, under its shelf registration statement. In connection with the offering, the Company entered into forward sale agreements between the Company and each of JPMorgan Chase Bank, N.A., and Wells Fargo Bank, N.A. The offering closed on April 5, 2021.The deal team, led by Washington D.C. corporate partners Dave Lynn and Andy Campbell, included Washington D.C. corporate associates John Hensley and Meredith Carr, New York of counsel Jim Schwartz, San Diego tax partner Shane Shelley, and San Francisco tax associate Jessica Stern.

MoFo Represents UDR, Inc. in $306 Million Offering

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<div class="videoWrapper"><iframe class="sticky-video" title="Meet Dave Lynn, Securities and Corporate Governance Partner" src="https://www.youtube-nocookie.com/embed/0F4evzX0CU0?rel=0" allow="autoplay; encrypted-media" allowfullscreen="1" frameborder="0" title="iframe"></iframe></div>David M. Lynn is chair of the firm’s Public Company Advisory & Governance practice. He served as Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.Dave provides guidance to companies, underwriters, boards of directors, and other market participants on corporate finance and governance matters, as well as best practices for disclosure and compliance. In addition to being a leading authority on SEC issues, Dave is particularly well known in the area of executive compensation disclosure, having co-authored “The Executive Compensation Disclosure Treatise and Reporting Guide.”While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Dave led the rulemaking team that drafted significant revisions to the SEC’s executive compensation and related party disclosure rules. Dave rejoined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007 providing interpretive advice, formulating policy decisions, and publishing the Division’s Compliance and Disclosure Interpretations. Dave initially served on the SEC staff from 1995-2000 as an Attorney-Advisor, and subsequently as a Special Counsel in the Division of Corporation Finance. While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions, and corporate governance.Dave is co-editor of <a href="https://thecorporatecounsel.net/" target="_blank">TheCorporateCounsel.net</a>, The Corporate Counsel, <a href="https://compensationstandards.com/" target="_blank">CompensationStandards.com</a> and The Corporate Executive, which are widely read sources on securities, governance, executive compensation and corporate law matters. Dave also has served as chair of the American Bar Association Business Law Section’s Federal Regulation of Securities Committee, co-chair of the Practicing Law Institute’s Annual Institute on Securities Regulation and chairman of the Board of Trustees of the Securities and Exchange Commission Historical Society. He is also a member of our global Environmental, Social, and Governance (ESG) steering committee.

David M. Lynn

Partner

Andy’s practice focuses on representing issuers and underwriters in capital markets transactions and advising public and private companies on a variety of other corporate and securities matters, including strategic transactions, corporate governance matters, and compliance with the U.S. federal securities laws and the listing standards of securities exchanges.Andy has extensive experience advising both issuers and underwriters in initial public offerings and other registered and unregistered offerings of common and preferred equity, debt, and equity-linked securities. He also serves as primary outside counsel to a number of public and private companies and regularly advises members of management and boards of directors regarding corporate and securities matters.Andy is recognized as a leading lawyer in Chambers USA 2023 for REITs and as a Rising Star in IFLR1000 2023 for Capital Markets: Equity.<h4>Representative Experience</h4><ul><li>Represented UDR, Inc. (NYSE: UDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $6 billion.</li><li>Represented Unity Software Inc. (NYSE: U) in connection with its $1.0 billion convertible notes offering to affiliates of Silver Lake and Sequoia Capital.</li><li>Represented Broad Street Realty, Inc. (OTCQX: BRST) in connection with its joint venture and preferred equity investment from Fortress Investment Group.</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in connection with its $256 million initial public offering, its $164 million 144A offering and private placement of common stock, and its $125 million private placement of preferred stock.</li><li>Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple public offerings of common and preferred stock and private placements of operating partnership units.</li><li>Represented SoftBank Group Corp. in its $150 million Series A preferred stock investment in Afya Limited (Nasdaq: AFYA).</li><li>Represented the underwriters in Modiv Inc.’s (NYSE: MDV) Series A preferred stock offering, as well as the initial listing of its common stock and related offering.</li><li>Represented BofA Securities, J.P. Morgan and Deutsche Bank Securities in the underwritten secondary offering of shares of BrightSpire Capital, Inc. (NYSE: BRSP) by a stockholder affiliated with DigitalBridge Group, Inc. (NYSE: DBRG).</li><li>Represented B. Riley in a $30 million equity line of credit for Beam Global (Nasdaq: BEEM).</li><li>Represented a private investment firm in equity lines of credit for multiple issuers.</li><li>Represented Anzu Special Acquisition Corp (Nasdaq: ANZU) in its $425 million initial public offering.</li><li>Represented Science Strategic Acquisition Corp. Alpha (Nasdaq: SSAA) in its $310 million initial public offering.</li><li>Represented Endurance Acquisition Corp. (Nasdaq: EDNC) in its $200 million initial public offering.</li><li>Representing Baird and Goldman in the $300 million at-the-market equity offering of Watsco, Inc. (NYSE: WSO).</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in its $600 million merger with Omega Healthcare Investors, Inc. (NYSE: OHI).</li><li>Represented RH (NYSE: RH) in connection with its $350 million Rule 144A offering of convertible notes.</li><li>Represented Vonage Holdings Corp. (NYSE: VG) in connection with its $300 million Rule 144A offering of convertible notes.</li><li>Represented Farmland Partners Inc. (NYSE: FPI) in connection with its initial public offering and subsequent public offerings of its common stock, its $131 million offering of 6.00% Series B Participating Preferred Stock, and private placements of operating partnership units.</li><li>Represented the management team at Parkway, Inc. in connection with its $1.2 billion acquisition by Canada Pension Plan Investment Board.</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with Home Properties, Inc.’s $7.6 billion acquisition by Lone Star Funds in which UDR acquired six communities for approximately $908 million.</li><li>Represented Farmland Partners Inc. (NYSE: FPI) in connection with its $197 million acquisition of 22,100 acres of farmland in Illinois.</li><li>Represented BMO Capital Markets, BofA Merrill Lynch, and Citigroup in Sun Communities, Inc.’s (NYSE: SUI) $250 million at-the-market equity offering.</li><li>Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) $34 million offering of common stock and concurrent listing.</li><li>Represented Jefferies and Baird in the initial public offering of AmREIT, Inc.</li><li>Represented JP Morgan, Citi, Deutsche Bank, and KeyBanc in the $293 million initial public offering of Retail Properties of America, Inc. (NYSE: RPAI).</li><li>Represented Colony Financial, Inc. in its $287.5 million initial public offering.</li></ul>

Andrew P. Campbell

John Hensley is a partner in the firm’s Capital Markets and Public Company Advisory & Governance practices. He represents publicly and privately held companies in a variety of corporate and securities law matters.John represents both issuers and underwriters in initial public offerings, follow-on offerings and private placements, including offerings of common and preferred equity, debt, and convertible debt. In addition, John regularly advises numerous public company clients regarding general business matters, corporate governance issues and compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and NASDAQ.<h4>Representative Matters</h4><ul><li dir="ltr">Represented Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023.</li></ul><ul><li>Represented Science Strategic Acquisition Corp. Alpha (Nasdaq: SSAAU) in its $310.5 million IPO</li><li>Represented Krystal Biotech, Inc. (NASDAQ:KRYS) in its $125 million underwritten public equity offering</li><li>Represented Education Realty Trust, Inc. (NYSE:EDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $2.0 billion</li><li>Represented Farmland Partners Inc. (NYSE:FPI) in its $53.2 million initial public offering, its $46.5 million and $37.0 million follow-on offerings and its $25.0 million at-the-market equity offering.</li><li>Represented Farmland Partners, Inc. in connection with its stock-for-stock acquisition of American Farmland Company (NYSE:AFCO) as well as more than $400 million of property acquisitions</li><li>Represented Whole Foods Market, Inc. (NASDAQ:WFM) in its $1.0 billion Rule 144A/Regulation S offering of 5.200% senior notes due 2025 and subsequent registered exchange offer</li><li>Represented the underwriters in connection with registered offerings of over $33 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc</li><li>Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG.</li><li>Represented the underwriters in connection with Plymouth Industrial REIT’s approximately $58 million initial public offering, multiple follow-on offerings of common stock, and $45 million offering of preferred stock.</li><li>Represented Southwest Gas Corporation in multiple registered debt offerings of over $1 billion in the aggregate. </li><li>Represented Vonage Holdings Corp. in connection with its $300 million Rule 144A offering of convertible notes. </li><li>Represented MedEquities Realty Trust, Inc. (NYSE:MRT) in its $275 million initial public offering</li><li>Represented Inovalon Holdings, Inc. (NASDAQ:INOV) in its $685 million initial public offering</li><li>Represented Veeco Instruments Inc. (NASDAQ:VECO) in two 144A convertible notes offerings of $425 million in the aggregate</li><li>Represented ON Semiconductor Corporation (NASDAQ:ON) in its $500 million Rule 144A offering of 1.625% senior convertible notes</li><li>Represented Trade Street Residential, Inc. in its merger with Independence Realty Trust, Inc.</li><li>Represented the sales agents in connection with Equity Residential’s (NYSE:EQR) at-the-market offering program of 13 million common shares</li><li>Represented the underwriters in Sotherly Hotels’ (NYSE:SOHO) offering of 8.0% Series B Redeemable Preferred Stock</li><li>Represented UDR, Inc. in connection with multiple public debt offerings with an aggregate value of approximately $600 million</li><li>Represented the underwriters in connection with the establishment of a $300 million at-the-market (ATM) equity offering program by Apple Hospitality REIT</li></ul>

John Hensley

Shane is a partner in the Federal Tax Group and is based in Morrison Foerster’s San Diego office. He has a comprehensive tax practice with a focus on U.S. federal income tax matters.Shane has substantial experience counseling on the tax aspects of most business transactions, including M&A, fund formations, joint ventures, international structuring and capital markets offerings. He has developed a unique expertise in a variety of complex tax areas, including REITs and real estate, renewable energy and financial products. He provides advice to his REIT and real estate clients on a daily basis regarding REIT compliance and structuring in connection with their significant offerings, M&A transactions, U.S. and non–U.S. focused fund formations and joint ventures, property contributions and other transactions. He regularly advises clients in the renewable energy sector with respect to tax matters through all phases of project development, including project M&A, “beginning of construction” issues and tax equity structuring matters. In addition, he advises both U.S. and non–U.S. financial institutions in their capital markets offerings, including structured products and other derivative instruments, and has a detailed understanding of the U.S. tax treatment of different types of products. His breadth of experience and expertise provides him a unique ability to develop creative, business–minded solutions to his clients’ most challenging transactional tax problems across industries.Shane serves as chair of the REIT and Real Estate Tax Group at Morrison Foerster and is Chambers ranked in the area of REITs. He is the author or co–author of a number of articles, including Taxation of Real Estate Investment Trusts and Shareholders and The Partnership Tax Practice Series: Planning for Domestic and Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances.  He speaks and lectures regularly on a variety of tax topics, including real estate and renewable energy investing. Shane is an adjunct professor at USD School of Law, where he currently teaches the taxation of REITs and related real estate transactions. Shane is an active participant in both the Morrison Foerster and local communities, serving on the firm’s Women’s Strategy Committee and board of directors, as well as the boards of the La Jolla Playhouse and the San Diego Volunteer Lawyer Program.Among his interests, he loves surfing with his children and beating them at chess.

Shane M. Shelley

Jessica Stern is an associate in the Federal Tax Department in the San Francisco office. Ms. Stern’s experience spans a wide range of transactional, structuring and advisory tax matters affecting businesses in both the domestic and international contexts. She regularly advises with respect to tax issues in the areas of corporate reorganizations, joint ventures, partnerships, real estate investment trusts, capital markets transactions, structured products, renewable energy, mergers and acquisitions, tax controversy, transfer pricing, and tax exempt organizations.Ms. Stern is the author or co-author of a number of articles, including MoFo’s Quick Guide to REIT IPOs and Tax Reform: Key Considerations for Real Estate Investment Trusts. She is also the co-author of the United States Chapter of The Tax Disputes and Litigation Review, published by Law Business Research.While attending the New York University School of Law, she was the Executive Articles Editor of the Review of Law and Social Change.

Jessica S. Stern

Associate

Capital Markets