Bluerock Residential Growth REIT, Inc. (NYSEMKT:BRG) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01

Amended and Restated Sales Agreement

 

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2019, Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”) and its operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), previously entered into an At Market Issuance Sales Agreement dated September 13, 2019 (the “Original Sales Agreement”) with B. Riley FBR, Inc. (“B. Riley”) with respect to the offering and sale of the Company’s Class A common stock, par value $0.01 per share (the “Class A common stock”), in an aggregate offering amount up to $100,000,000, in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

On November 20, 2019, the Company and the Operating Partnership entered into an Amended and Restated At Market Issuance Sales Agreement (the “A&R Sales Agreement”) with B. Riley, Robert W. Baird & Co. Incorporated (“Baird”), JMP Securities LLC (“JMP”) and Compass Point Research and Trading, LLC (“Compass Point” and collectively with B. Riley, Baird and JMP, the “Agents,” and each, an “Agent”). The A&R Sales Agreement modifies the Original Sales Agreement to include Baird, JMP and Compass Point as additional sales agents thereunder.

The foregoing description of the A&R Sales Agreement is qualified in its entirety by reference to the A&R Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants contained in the A&R Sales Agreement were made solely for the benefit of the parties to the A&R Sales Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the A&R Sales Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the A&R Sales Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the A&R Sales Agreement, which subsequent information may or may not be fully reflected in public disclosures.

This Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

(d)        Exhibits

1.1	Amended and Restated At Market Issuance Sales Agreement between and among Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., B. Riley FBR, Inc., Robert W. Baird & Co. Incorporated, JMP Securities LLC, and Compass Point Research and Trading, LLC,  dated November 20, 2019

Bluerock Residential Growth REIT, Inc. Exhibit
EX-1.1 2 tm1923443d1_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1   BLUEROCK RESIDENTIAL GROWTH REIT,…
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About Bluerock Residential Growth REIT, Inc. (NYSEMKT:BRG)

Bluerock Residential Growth REIT, Inc. is a real estate investment trust. The Company’s business consists of investing in and operating multifamily communities. The Company operates through real estate assets segment. Its businesses are conducted through its operating partnership, Bluerock Residential Holdings, L.P. Its principal business objective is to generate risk-adjusted investment returns by assembling a portfolio of apartment properties located in growth markets and by implementing its investment strategies to achieve sustainable long-term growth in both its funds from operations and net asset value. The Company’s portfolio consists of interests in over 20 properties (over 10 operating and approximately six development properties). Its other acquired properties include Springhouse, North Park Towers, Alexan CityCentre, ARIUM Grandewood, Alexan Southside Place, Cheshire Bridge, Sovereign, Flagler Village and Lake Boone Trail.