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): October 4, 2017 (September 30, 2017)

 

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/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 ¨

 

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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

 

On October 4, 2017, Bluerock Residential Growth REIT, Inc. (the “Company”) announced that the Company terminated, effective as of September 30, 2017, the At Market Issuance Sales Agreement (the “Series A Sales Agreement”) dated March 29, 2016, by and among, the Company, FBR Capital Markets & Co. (“FBR”), and MLV & Co. LLC (“MLV”), and the At Market Issuance Sales Agreement (the “Series C Sales Agreement”) dated September 14, 2016, by and between the Company and FBR.

 

The Series A Sales Agreement allowed the Company to issue and sell through FBR and MLV, at any time and from time to time, the Company’s 8.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), in an aggregate offering amount up to $100,000,000. The Company agreed to pay FBR and MLV a commission equal to 2.0% of the gross proceeds from any sale of the Series A Preferred Stock sold pursuant to the Series A Sales Agreement. As of September 30, 2017, the Company had sold 146,460 shares of Series A Preferred Stock for net proceeds of approximately $3.6 million after commissions. The Company has no further obligations thereunder.

 

The Series C Sales Agreement allowed the Company to issue and sell through FBR, at any time and from time to time, the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), in an aggregate offering amount up to $36,000,000. The Company agreed to pay FBR a commission equal to 2.0% of the gross proceeds from any sale of the Series C Preferred Stock sold pursuant to the Series C Sales Agreement. As of September 30, 2017, the Company had sold 23,750 shares of Series C Preferred Stock for net proceeds of approximately $0.6 million after commissions. The Company has no further obligations thereunder.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

Exhibit

Number

  Description
     
99.1   Press release dated October 4, 2017

 

 

 

 

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: October 4, 2017 By:  /s/ Christopher J. Vohs  
    Christopher J. Vohs
Chief Accounting Officer and Treasurer

 

 

 

 

EXHIBIT INDEX

 

Exhibit

Number

  Description
     
99.1   Press release dated October 4, 2017

 

 

 

 

 

Exhibit 99.1

 

 

 

Corporate Headquarters

712 Fifth Ave., 9 th Floor

New York, NY 10019

877.826.BLUE

 

PRESS RELEASE

For Immediate Release

 

Bluerock Residential Growth REIT (BRG) Announces Termination of Two At Market Issuance Sales Agreements

 

New York, NY (October 4, 2017) – Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (the “Company”) today announced that the Company terminated, effective as of September 30, 2017, the At Market Issuance Sales Agreement dated March 29, 2016, by and among, the Company, FBR Capital Markets & Co. (“FBR”), and MLV & Co. LLC, and the At Market Issuance Sales Agreement dated September 14, 2016, by and between the Company and FBR.

 

About Bluerock Residential Growth REIT, Inc.

Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) is a real estate investment trust that focuses on acquiring a diversified portfolio of Class A institutional-quality apartment properties in demographically attractive growth markets to appeal to the renter by choice. The Company’s objective is to generate value through off-market/relationship-based transactions and, at the asset level, through improvements to operations and properties. The Company generally invests with strategic regional partners, including some of the best-regarded, private owner-operators in the United States, making it possible to operate as a local sharpshooter in each of its markets while enhancing off-market sourcing capabilities. The Company is included on the Russell 2000 and Russell 3000 Indexes.  The Company has elected to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes. For more information, please visit our website at: www.bluerockresidential.com.

 

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements 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, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. 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 U.S. Securities and Exchange Commission (“SEC”) on February 22, 2017 , and subsequent filings by the Company with the SEC. We claim the safe harbor protection for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

Contact
(Media)
Josh Hoffman
(208) 475.2380
jhoffman@bluerockre.com

 

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