Current Report Filing (8-k)
August 26 2022 - 4:38PM
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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): August 25, 2022
Bluerock Residential Growth REIT, Inc.
(Exact name of registrant as specified in its charter)
Maryland |
001-36369 |
26-3136483 |
(State or other jurisdiction
incorporation or organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
(Address of principal executive offices – zip code)
(212) 843-1601
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class |
|
Trading Symbol(s) |
|
Name of Exchange on which registered |
Class A Common Stock, $0.01 par value per share |
BRG |
NYSE American |
7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share |
BRG-PrC |
NYSE American |
7.125% Series D Cumulative Preferred Stock, $0.01 par value per share |
BRG-PrD |
NYSE American |
Securities registered pursuant to Section 12(g)
of the Act:
Title of each class |
Series B Redeemable Preferred Stock, $0.01 par value per share |
Warrants to Purchase Shares of Class A Common Stock, $0.01 par value per share |
Series T Redeemable Preferred Stock, $0.01 par value per share |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
As
previously reported, Bluerock Residential Growth REIT, Inc. (the “Company”) and Badger Parent LLC (“Badger
Parent”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 20,
2021. On August 25, 2022, the Company and Badger Parent elected, pursuant to the terms of the Merger Agreement, to extend the Outside
Date (as defined in the Merger Agreement) from September 20, 2022 to October 20, 2022. Subject to the satisfaction or waiver
of the remaining closing conditions, the parties are currently anticipating closing the transaction on or about October 6, 2022.
On August 26, 2022, the Company and Blackstone
Real Estate (“Blackstone”) issued a joint press release regarding the anticipated closing of the transaction, which
is attached as Exhibit 99.1 to this report.
| Item 9.01. | Financial Statements and Exhibits. |
Forward-Looking Statements
This communication contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than
statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws and may be
identified by words such as “will,” “expect,” “believe,” “plan,” “anticipate,”
“intend,” “goal,” “future,” “outlook,” “guidance,” “target,” “estimate”
and similar words or expressions, including the negative version of such words and expressions. These forward-looking statements are based
upon the Company’s present expectations, estimates and projections about the industry and markets in which the Company operates
and beliefs of and assumptions made by Company management, involve uncertainty that could cause the actual results, performance or achievements
of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements and are not guaranteed to occur. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. Investors
should not place undue reliance upon these forward-looking statements. Although the Company believes that the expectations reflected in
these forward-looking statements are based on reasonable assumptions, the Company’s actual results and performance could differ
materially from those set forth in these forward-looking statements due to numerous factors. Factors that could have a material adverse
effect on our operations, future prospects, the proposed acquisition of the Company by Blackstone (the “Acquisition”),
and the proposed spin-off of the Company’s single-family rental business to its shareholders (the “Spin-Off”)
include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the termination of
the Merger Agreement; the failure to satisfy any of the conditions to the completion of the Acquisition or the Spin-Off; the risks that
the market does not value Bluerock Homes Trust, Inc. (“BHM”) shares at net asset value; the failure to recognize
the potential benefits of the Spin-Off due to, among other reasons, BHM’s lack of liquidity, small market size or inability to grow
and expand revenues and earnings following the Spin-Off; shareholder litigation in connection with the Acquisition or the Spin-Off, which
may affect the timing or occurrence of the Acquisition or the Spin-Off or result in significant costs of defense, indemnification and
liability; the effect of the announcement of the Acquisition and the Spin-Off on the ability of the Company to retain and hire key personnel
and maintain relationships with its tenants, vendors and others with whom it does business, or on its operating results and businesses
generally; risks associated with the disruption of management’s attention from ongoing business operations due to the Acquisition
and the Spin-Off; the ability to meet expectations regarding the timing and completion of the Acquisition and the Spin-Off; the possibility
that any opinions, consents or approvals required in connection with the Spin-Off will not be received or obtained in the expected time
frame, on the expected terms or at all; and significant transaction costs, fees, expenses and charges. There can be no assurance that
the Acquisition, the Spin-Off or any other transaction described above will in fact be consummated in the expected time frame, on the
expected terms or at all. There can be no assurance as to the impact of COVID-19 and other potential future outbreaks of infectious diseases
on the Company’s or BHM’s financial condition, results of operations, cash flows and performance and those of their respective
tenants as well as on the economy and real estate and financial markets, which may impact the timing or occurrence of the Acquisition
or the Spin-Off. For further discussion of the factors that could affect outcomes, please refer to the risk factors set forth in Item
1A of the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 11, 2022, its Quarterly Reports
on Form 10-Q and other filings by the Company with the SEC. Any forward-looking statement speaks only as of the date on which it
is made, and the Company assumes no obligation to update or revise such statement, whether as a result of new information, future events
or otherwise, except as required by applicable law. The Company claims the safe harbor protection for forward looking statements contained
in the Private Securities Litigation Reform Act of 1995.
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.
|
|
BLUEROCK RESIDENTIAL GROWTH REIT, INC. |
|
|
|
Date: August 26, 2022 |
By: |
/s/
Michael L. Konig |
|
Name: |
Michael L. Konig |
|
Title: |
Chief Legal Officer and Secretary |
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