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): April 19, 2016

 

Bluerock Residential Growth REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland   001-36369   26-3136483
(State or other jurisdiction of incorporation
or organization) 		 

(Commission File Number) 

 

(I.R.S. Employer

Identification No.)

 

712 Fifth Avenue, 9th Floor

New York, NY 10019

(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)

 

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))

 

 

 

 

 

 

ITEM 8.01 OTHER EVENTS.

 

Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P.

 

On March 29, 2016, in connection with an a t Market Issuance of 8.250% Series A Cumulative Redeemable Preferred Stock, or the Series A Preferred Stock, of Bluerock Residential Growth REIT, Inc., a Maryland corporation, or the Company, the Company’s operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership, or the Operating Partnership,   entered into a Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership, or the Fourth Amendment. The Fourth Amendment provides for the designation of 8,000,000 additional units of the Operating Partnership’s 8.250% Series A Cumulative Redeemable Preferred Units, or the Series A Preferred Units, of which a total of 10,875,000 units are designated as Series A Preferred Units. To date, the Operating Partnership has issued 3,021,460 Series A Preferred Units to the Company in exchange for the offering proceeds from an equal number of shares of the Company’s Series A Preferred Stock. The outstanding but unissued Series A Preferred Units will be held for future issuance to the Company. The Series A Preferred Units have substantially similar rights and preferences as the Series A Preferred Stock.

 

The foregoing description of the Fourth Amendment is a summary and is qualified in its entirety by the terms of the Fourth Amendment, a copy of which is filed as Exhibit No. 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated March 29, 2016

 

 

 

 

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 RESIDENTIAL GROWTH REIT, INC.
   
     
Dated: April 19, 2016 By:   /s/ Christopher J. Vohs
    Christopher J. Vohs
    Chief Accounting Officer and Treasurer

 

 

 

Exhibit Index

 

Exhibit No.   Description
     
99.1   Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated March 29, 2016

  

 

 

Exhibit 99.1

 

FOURTH AMENDMENT TO THE

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

BLUEROCK RESIDENTIAL HOLDINGS, L.P.

 

DESIGNATION OF ADDITIONAL 8.25% SERIES A

CUMULATIVE REDEEMABLE PREFERRED UNITS

 

March 29, 2016

 

Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows:

 

1. Designation and Number . The number of authorized Series A Preferred Units shall be 10,875,000.

 

2. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms.

 

 

 

 

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.

 

  GENERAL PARTNER:
     
     
  BLUEROCK RESIDENTIAL GROWTH REIT, INC.
  a Maryland corporation
     
     
  By:  /s/ Michael L. Konig
  Name:   Michael L. Konig
  Title: Chief Operating Officer, Secretary and General Counsel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[ Signature page for Amendment re: Series A Preferred Units - October 2015 ]