Form 8-K Bluerock Residential For: Feb 23

 

 

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): February 23, 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 1.02

TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

 

The disclosure below describes our termination of the Dealer Manager Agreement and Warrant Agreement of our Series B preferred stock offering, both as defined below.

 

On February 23, 2016, Bluerock Residential Growth REIT, Inc., or the Company, terminated its offering of up to 150,000 units consisting of 150,000 shares of Series B preferred stock and warrants to purchase 3,000,000 shares of Class A common stock pursuant to its prospectus supplement filed with the Securities and Exchange Commission, or the SEC, on December 17, 2015, or the Offering. In conjunction with the termination of the Offering and contemporaneously therewith, the Company terminated (i) the Dealer Manager Agreement by and between itself and Bluerock Capital Markets, LLC, dated as of December 17, 2015, and filed with the SEC on December 22, 2015 as Exhibit 10.1 to the Company’s Current Report on Form 8-K; and (ii) the Warrant Agreement by and between itself and American Stock Transfer & Trust Company, LLC, dated as of December 17, 2015, and filed with the SEC on December 22, 2015 as Exhibit 10.2 to the Company’s Current Report on Form 8-K.

 

ITEM 8.01

OTHER EVENTS

 

On February 23, 2016, the Company issued a press release related to its termination of the Offering, or the Press Release, which is attached as Exhibit 99.1 and is incorporated by reference. The Press Release can be found on the Company’s website located at www.bluerockresidential.com.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

 

(d)

Exhibits

 

Exhibit Number		Description
99.1		Press Release, dated as of February 23, 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: February 23, 2016	By:        /s/ Christopher J. Vohs
	Christopher J. Vohs
	Chief Accounting Officer

 

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release, dated as of February 23, 2016

 

 

 

 

Exhibit 99.1

 

 

Corporate Headquarters

712 Fifth Avenue

New York, NY 10019

877.826.BLUE (2583)

www.bluerockresidential.com

PRESS RELEASE

For Immediate Release

 

 

Bluerock Residential Growth REIT (BRG) Announces

Termination of Offering of Series B Preferred Stock and Warrants

 

New York, NY (February 23, 2016) – Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (the “Company” or “BRG”) today announced the termination of its continuous offering to sell up to 150,000 units (the “Units”) consisting of 150,000 shares of Series B preferred stock and warrants to purchase 3,000,000 shares of Class A common stock (the “Offering”) in order to address terms of the securities in response to market advice. In conjunction with the termination, the Company also announced the termination of the Dealer Manager Agreement and Warrant Agreement related to the Offering. As a result of the termination, no Units will be issued in the Offering.

 

Bluerock Capital Markets, LLC was acting as dealer manager. The offering was being made pursuant to a shelf registration statement (File No. 333-200359) previously filed with and declared effective by the U.S. Securities and Exchange Commission (the “SEC”), a prospectus filed with the SEC on November 19, 2014, and a prospectus supplement filed with the SEC on December 17, 2015.

 

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 category. 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 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 listed 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 the Company’s 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 March 4, 2015, 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
[email protected]

 

 

 

 

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