Current Report Filing (8-k)
September 14 2022 - 6:02AM
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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): September 13, 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”) entered into an Agreement and Plan
of Merger (the “Merger Agreement”), dated as of December 20, 2021, by and among the Company, Badger Parent LLC and Badger
Merger Sub LLC.
On September 13, 2022, the Company issued
a press release announcing that, in connection with the anticipated closing of the transactions contemplated by the Merger Agreement,
the Company will suspend (i) voluntary redemptions of shares of Series B Redeemable Preferred Stock of the Company by the holders
thereof, (ii) voluntary redemptions of shares of Series T Redeemable Preferred Stock of the Company by the holders thereof and
(iii) exercises of warrants to purchase shares of Common Stock of the Company. The full text of the press release 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: September 13, 2022 |
By: |
/s/ Michael L. Konig |
|
Name: |
Michael L. Konig |
|
Title: |
Chief Legal Officer and Secretary |
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