UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 10, 2023
Bluerock Homes Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-41322 | 87-4211187 |
| (State or other jurisdiction of 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)
(212) 843-1601
(Registrant’s telephone number, including area code)
None.
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A Common Stock, $0.01 par value per share | BHM | NYSE American |
Check the appropriate box below if the Form 8-K/A 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
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. ¨
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2022 by Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), on October 5, 2022, the Company entered into a Management Agreement (the “Management Agreement”) with its operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), and its external manager, Bluerock Homes Manager, LLC, a Delaware limited liability company (the “Manager”), pursuant to which the Manager administers the business activities and day-to-day operations of the Company.
The Management Agreement provides for the payment of a base management fee to the Manager (the “Base Management Fee”) to compensate the Manager for advisory services and certain general management services rendered thereunder. Pursuant to Section 6(c) of the Management Agreement, the Base Management Fee is payable in quarterly installments, (i) one half in C-LTIP units of the Operating Partnership (“C-LTIP Units”), and (ii) the remainder in cash or C-LTIP Units, at the election of the Company’s board of directors (the “Board”). However, due to a scrivener’s error, the definition of “Base Management Fee” as set forth in the Management Agreement instead indicates that the Base Management Fee is payable in cash. The Management Agreement further provides for the reimbursement by the Company to the Manager for certain documented expenses of the Manager and its affiliates incurred on behalf of the Company, the Operating Partnership and each of their respective subsidiaries that are reasonably necessary for the performance by the Manager of its duties and functions thereunder (collectively, “Reimbursable Expenses”). Pursuant to Section 7(c) of the Management Agreement, such Reimbursable Expenses are payable to the Manager on a monthly basis in unspecified form.
On January 10, 2023, the Board, including its independent directors, approved the amendment of the Management Agreement pursuant to that certain Amendment to Management Agreement dated January 10, 2023 (the “Amendment”). Pursuant to the Amendment, (i) the definition of “Base Management Fee” as set forth in the Management Agreement specifies that the Base Management Fee shall be payable as set forth in Section 6(c) thereof, and (ii) Section 7(c) of the Management Agreement specifies that Reimbursable Expenses shall be payable to the Manager on a quarterly basis, which payments shall be made either (i) in cash or (ii) in C-LTIP Units, at the election of the Board, with the number of C-LTIP Units payable as Reimbursable Expenses, if any, to be calculated in accordance with the corresponding calculation with respect to the Incentive Fee as specified in the Management Agreement. The Board, including its independent directors, authorized and approved the entry by the Company into the Amendment and found the terms of the Amendment to be fair, competitive and commercially reasonable and no less favorable to the Company than similar agreements between unaffiliated parties under the same circumstances. Except as amended by the Amendment, the terms of the Management Agreement are identical to those of the Management Agreement previously in effect.
The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit No. 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 10.1 | Amendment to Management Agreement, dated January 10, 2023, by and among Bluerock Homes Manager, LLC, Bluerock Homes Trust, Inc. and Bluerock Residential Holdings, L.P. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in inline XBRL |
SIGNATURE
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 HOMES TRUST, INC. | ||
| Date: January 12, 2023 | By: | /s/ Christopher J. Vohs |
| Christopher J. Vohs | ||
| Chief Financial Officer and Treasurer | ||
| Exhibit 10.1 |
AMENDMENT TO
MANAGEMENT AGREEMENT
This Amendment to Management Agreement (this “Amendment”) is adopted, executed and agreed to as of January 10, 2023, by and among Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), Bluerock Residential Holdings, LP, a Delaware limited partnership (the “Operating Partnership”), and Bluerock Homes Manager, LLC, a Delaware limited liability company (the “Manager”). Undefined terms used herein shall have the meaning ascribed to them in the Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Company, the Operating Partnership and the Manager are parties to that certain Management Agreement dated October 5, 2022 (the “Management Agreement”), a copy of which is attached hereto as Exhibit A, pursuant to which the Manager is entitled to certain fees in exchange for providing to the Company and the Operating Partnership potential investment opportunities and a continuing and suitable investment program consistent with the investment objectives and policies of the Company, and to reimbursement by the Company for certain costs and expenses incurred by the Manager on behalf of the Company.
NOW, THEREFORE, in consideration of the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. The definition of “Base Management Fee” is hereby deleted in its entirety and replaced with the following definition immediately below:
“Base Management Fee” means the base management fee in an amount equal to 1.50% of the Company’s New Stockholders’ Equity, per annum, calculated and payable in quarterly installments in arrears as set forth in Section 6(c) hereof.
2. Section 7(c) of the Agreement is hereby deleted in its entirety and replaced with the following paragraph immediately below:
“(c) Costs and expenses incurred by the Manager on behalf of the Company shall be reimbursed quarterly to the Manager in arrears, which payments shall be made, at the election of the Board, either (i) in cash, or (ii) in C-LTIP Units. The Manager shall prepare a written statement in reasonable detail documenting the costs and expenses of the Company and those incurred by the Manager on behalf of the Company during each quarter, and shall deliver such written statement to the Company within thirty (30) days after the end of such quarter. The Company shall pay all amounts payable to the Manager pursuant to this Section 7(c) within five (5) Business Days after the receipt of the written statement without demand, deduction, offset or delay. If applicable, the number of C-LTIP Units to be issued to the Manager pursuant to this Section 7(c) will be calculated in accordance with Section 6(f) hereof in the same manner as calculated for the Incentive Fee. Cost and expense reimbursement to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company. The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination.”
3. All other provisions of the Management Agreement, as hereby amended, except as superseded by or inconsistent with this Amendment, shall continue to be in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
| 1 |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date first set forth above.
BLUEROCK HOMES TRUST, INC.,
a Maryland corporation
By: /s/ Jordan Ruddy
Name: Jordan Ruddy
Title: President
BLUEROCK RESIDENTIAL HOLDINGS, LP,
a Delaware limited partnership
By: Bluerock Homes Trust, Inc.,
its General Partner
By: /s/ Jordan Ruddy
Name: Jordan Ruddy
Title: President
BLUEROCK HOMES MANAGER, LLC,
a Delaware limited liability company
By: Bluerock Real Estate, L.L.C.
its Manager
By: /s/ Jordan Ruddy
Name: Jordan Ruddy
Title: Authorized Signatory
| 2 |
EXHIBIT A
Management Agreement
[SEE ATTACHED]
| 3 |