Item 1.01. Entry Into a Material Definitive Agreement

Separation Agreement and Tax Matters Agreement

On October 5, 2022, the Company entered into the Separation and Distribution Agreement (the "Separation Agreement") with Parent, Badger Holdco LLC, a Delaware limited liability company ("New LLC"), Bluerock Residential Holdings, L.P., a Delaware limited partnership ("Operating Partnership"), and BHM, which governs, among other things, the terms of the Separation and the Distribution. The Separation Agreement provides for the transfer between the Company and its subsidiaries, on the one hand, and BHM and its subsidiaries, on the other hand, of certain assets, and the assumption by the Company and BHM of certain liabilities, in each case, relating to their respective businesses.

The Separation Agreement also sets forth certain other covenants and agreements between the Company and BHM related to the Separation, including, among other things, provisions concerning the allocation of cash to BHM prior to the Separation and the treatment of shared contracts following the Separation. The Separation Agreement also sets forth certain covenants and agreements that govern aspects of the ongoing relationship between the Company and BHM following the Distribution, including, among other things, provisions with respect to the release of claims, insurance, employee liabilities, expenses and indemnification.

On October 5, 2022, the Company also entered into a Tax Matters Agreement (the "Tax Matters Agreement") with Parent, New LLC, Operating Partnership, Bluerock REIT Holdings, LLC, a Delaware limited liability company, and BHM, which governs the respective rights, responsibilities and obligations of the Company and BHM after the Distribution with respect to tax liabilities and benefits, tax attributes, certain indemnification rights with respect to tax matters, the preparation and filing of tax returns, the control of audits and other tax proceedings, the intended federal income tax characterization of the Separation and Distribution and the agreed upon reporting thereof, and certain other tax matters.

The foregoing descriptions of these agreements set forth under this Item 1.01 are not complete and are subject to, and qualified in their entirety by reference to, the full text of the agreements, which are attached hereto as Exhibits 2.1 and 10.1 and are incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On October 6, 2022, in connection with the Merger, the Company caused the termination of all commitments, liabilities and other obligations under each of (i) the Second Amended and Restated Credit Agreement, dated November 6, 2019, by and among the Company, BRG KB Borrower, LLC, KeyBank National Association, as agent and lender, and KeyBanc Capital Markets, as amended by the First Amendment, dated October 5, 2020, and the Second Amendment, dated September 21, 2021, and (ii) the Amended and Restated Credit Agreement, dated March 6, 2020, by and among Operating Partnership, as borrower, the Company, as REIT guarantor, KeyBank National Association, as both agent and lender, KeyBanc Capital Markets Inc. and SunTrust Robinson Humphrey, Inc., as co-lead arrangers and book runners, and Truist Bank, as syndication agent.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information provided in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.





 Completion of the Merger

Pursuant to the Merger Agreement, at the Merger Effective Time, among other things:

· Company Common Stock: Each share of common stock, par value $0.01 per share, of


   the Company (the "Company Common Stock"), that was issued and outstanding
   immediately prior to the Merger Effective Time, other than shares owned by
   Parent or any wholly owned subsidiaries of Parent or the Company, was
   automatically converted into the right to receive $24.25 in cash (the "Per
   Share Merger Consideration"), without interest;

· Series B Preferred Stock: Each share of Series B Redeemable Preferred Stock,


   par value $0.01 per share, of the Company ("Series B Preferred Stock") was
   redeemed pursuant to a notice of redemption previously delivered to holders
   thereof for an amount equal to $1,000.00, plus an amount equal to all accrued
   and unpaid dividends to and including the redemption date (the "Series B
   Redemption Amount"), without interest;

· Series C Preferred Stock: Each share of 7.625% Series C Cumulative Redeemable


   Preferred Stock, par value $0.01 per share, of the Company ("Series C Preferred
   Stock"), was redeemed pursuant to a notice of redemption previously delivered
   to holders thereof for an amount equal to $25.00 plus an amount equal to all
   accrued and unpaid dividends to and including the redemption date (the "Series
   C Redemption Amount"), without interest;

· Series D Preferred Stock: Each share of 7.125% Series D Cumulative Preferred


   Stock, par value $0.01 per share, of the Company ("Series D Preferred Stock")
   was redeemed pursuant to a notice of redemption previously delivered to holders
   thereof for an amount equal to $25.00 plus an amount equal to all accrued and
   unpaid dividends to and including the redemption date (the "Series D Redemption
   Amount"), without interest;

· Series T Preferred Stock: Each share of Series T Redeemable Preferred Stock,


   par value $0.01 per share, of the Company ("Series T Preferred Stock") was
   redeemed pursuant to a notice of redemption previously delivered to holders
   thereof for an amount equal to $25.00 plus an amount equal to all accrued and
   unpaid dividends to and including the redemption date (the "Series T Redemption
   Amount"), without interest;

· Company Warrants: The outstanding warrants (the "Company Warrants") to purchase

Class A Common Stock, par value $0.01 per share, of the Company (the "Company

Class A Common Stock") remained outstanding in accordance with their terms. As

previously disclosed, the warrant agreements with respect to the Company

Warrants were previously amended to clarify that the holder of any Company

Warrant exercised at or after the Merger Effective Time, or prior to the Merger

Effective Time but for which shares of Company Class A Common Stock had not

been issued or otherwise delivered prior to the Merger Effective Time, is only

entitled to receive in cash the amount of the Per Share Merger Consideration

which, if the Company Warrant had been exercised by such holder and the Company

Class A Common Stock in respect of such exercise had been issued and delivered,

in each case immediately prior to the Merger Effective Time, such holder would

have been entitled to receive upon consummation of the Merger in respect of the

Company Class A Common Stock that would have been issued and delivered in . . .

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On October 6, 2022, in connection with the completion of the Merger, Merger Sub requested that the NYSE American suspend trading in the Company Common Stock, Series C Preferred Stock and Series D Preferred Stock and file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting from the NYSE American and deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the Company Common Stock, Series C Preferred Stock and Series D Preferred Stock. Following the effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 terminating the registration of the Company Class A Common Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series T Preferred Stock and Company Warrants under Section 12(g) of the Exchange Act and the suspension of all reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders

The information provided in the Introductory Note and Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the Merger Effective Time, (i) the holders of Company Common Stock outstanding immediately before the Merger ceased to have any rights as stockholders of the Company (other than their right to receive the Per Share Merger Consideration), (ii) the holders of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and the Series T Preferred Stock outstanding immediately before the Merger ceased to have any rights as stockholders of the Company (other than their right to receive the Series B Redemption Amount, Series C Redemption Amount, Series D Redemption Amount or Series T Redemption Amount, as applicable) and (iii) the holders of the Company Warrants outstanding immediately prior to the Merger ceased to have any rights with respect to the Company Common Stock underlying such Company Warrants (other than the right to receive the Company Warrant Amount in cash upon exercise).

Item 5.01. Changes in Control of Registrant

The information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the completion of the Merger, a change in control of the Company occurred, and Merger Sub, as successor by merger to the Company, remains a subsidiary of Parent, an affiliate of Blackstone Real Estate Partners IX L.P., an affiliate of Blackstone Inc.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Merger and pursuant to the Merger Agreement, the Company ceased to exist and Merger Sub continued as the surviving entity. All members of the board of directors of the Company ceased to be directors at the Merger Effective Time, in accordance with the Merger Agreement. In addition, all officers of the Company ceased to be officers at the Merger Effective Time, in accordance with the Merger Agreement.




Item 8.01. Other Events

On October 6, 2022, the Surviving Company issued a press release announcing the completion of the Merger. The full text of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements information reflecting the Separation and the Distribution, including the unaudited pro forma combined balance sheet as of and for the year ended December 31, 2021, and as of and for the six months ended June 30, 2022, are attached hereto as Exhibit 99.2 and incorporated herein by reference.





(d) Exhibits.



Exhibit
No.                                Exhibit Description
  2.1      Separation and Distribution Agreement, dated as of October 5, 2022, by
         and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC,
         Badger Holdco LLC, Bluerock Residential Holdings, L.P. and Bluerock
         Homes Trust, Inc.
  2.2      Agreement and Plan of Merger, dated as of December 20, 2021, by and
         among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, and
         Badger Merger Sub LLC (incorporated by reference to Exhibit 2.1 to the
         Company's Current Report on Form 8-K filed on December 21, 2021).
  10.1     Tax Matters Agreement, dated as of October 5, 2022, by and among
         Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco
         LLC, Bluerock Residential Holdings, L.P., Bluerock REIT Holdings, LLC
         and Bluerock Homes Trust, Inc.
  99.1     Press Release, dated October 6, 2022.
  99.2     Unaudited Pro Forma Condensed Consolidated Financial Statements
         Information as of and for the year ended December 31, 2021, and as of
         and for the six months ended June 30, 2022.
104      Cover Page Interactive Data File (formatted as inline XBRL)

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