Item 7.01. Regulation FD Disclosure.
On December 20, 2021, the Company issued a press release announcing the
execution of the Agreement and Plan of Merger (the "Merger Agreement"), by and
among Bluerock Residential Growth REIT, Inc. (the "Company"), Badger Parent LLC
and Badger Merger Sub LLC, pursuant to which, subject to the terms and
conditions of the Merger Agreement, certain affiliates of Blackstone Real Estate
("Blackstone") will acquire all of the issued and outstanding common stock of
the Company in an all-cash transaction (the "Acquisition"). In addition, prior
to the Acquisition, the Company separately intends to spin off its single-family
rental business to its shareholders (the "Spin-Off") through the taxable
distribution to shareholders of all of the outstanding shares of common stock of
a newly formed real estate investment trust named Bluerock Homes Trust, Inc.
("BHOM"), which will be externally managed by an affiliate of Bluerock Real
Estate. The full text of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The information furnished under this Item 7.01 of this Current Report on Form
8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section.
Additional Information about the Merger and Where to Find It:
In connection with the proposed Acquisition, the Company will file relevant
materials with the U.S. Securities and Exchange Commission (the "SEC"),
including the Company's proxy statement on Schedule 14A (the "Proxy Statement").
In addition, in connection with the Spin-Off, BHOM will file a registration
statement on Form 10. This communication is not a substitute for the Proxy
Statement or any other document that the Company may file with the SEC or send
to its shareholders in connection with the proposed transactions. BEFORE MAKING
ANY VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. Investors and security holders will be able to obtain the
documents (when available) free of charge at the SEC's website,
http://www.sec.gov, and the Company's website, www.bluerockresidential.com. In
addition, the documents (when available) may be obtained free of charge by
accessing the Investor Relations section of the Company's website at
ir.bluerockresidential.com or by contacting the Company's Investor Relations by
email at investor.relations@bluerockre.com.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of Company common
stock in respect of the proposed transaction. Information about the directors
and executive officers of the Company is set forth in the proxy statement for
the Company's 2021 annual meeting of stockholders, which was filed with the SEC
on June 25, 2021, in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, which was filed with the SEC on February 23, 2021
and in other documents filed by the Company with the SEC. Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the Proxy Statement and other relevant materials to be filed with
the SEC in respect of the proposed transaction when they become available.
Investors should read the Proxy Statement carefully when it becomes available
before making any voting or investment decisions.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and other federal securities
laws. All statements other than statements of historical fact are
"forward-looking statements" for purposes of federal and state securities laws
and may be identified by words such as "will," "expect," "believe," "plan,"
"anticipate," "intend," "goal," "future," "outlook," "guidance," "target,"
"estimate" and similar words or expressions, including the negative version of
such words and expressions. These forward-looking statements are based upon the
Company's present expectations, estimates and projections about the industry and
markets in which the Company operates and beliefs of and assumptions made by
Company management, involve uncertainty that could cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements and 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 these forward-looking statements.
Although the Company believes that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, the Company's
actual results and performance could differ materially from those set forth in
these forward-looking statements due to numerous factors. Factors that could
have a material adverse effect on our operations, future prospects, the
Acquisition and the Spin-Off include, but are not limited to: the occurrence of
any event, change or other circumstance that could give rise to the termination
of the merger agreement between the Company and Blackstone's affiliates; the
failure to obtain the approval of the Company's shareholders of the Acquisition
or the failure to satisfy any of the other conditions to the completion of the
Acquisition or the Spin-Off; the risks that the market does not value BHOM
shares at NAV; the failure to recognize the potential benefits of the Spin-Off
due to, among other reasons, BHOM's lack of liquidity, small market size or
inability to grow and expand revenues and earnings following the Spin-Off;
shareholder litigation in connection with the Acquisition or the Spin-Off, which
may affect the timing or occurrence of the Acquisition or the Spin-Off or result
in significant costs of defense, indemnification and liability; the effect of
the announcement of the Acquisition and the Spin-Off on the ability of the
Company to retain and hire key personnel and maintain relationships with its
tenants, vendors and others with whom it does business, or on its operating
results and businesses generally; risks associated with the disruption of
management's attention from ongoing business operations due to the Acquisition
and the Spin-Off; the ability to meet expectations regarding the timing and
completion of the Acquisition and the Spin-Off; the possibility that any
opinions, consents or approvals required in connection with Spin-Off will not be
received or obtained in the expected time frame, on the expected terms or at
all; and significant transaction costs, fees, expenses and charges. There can be
no assurance that the Acquisition, the Spin-Off or any other transaction
described above will in fact be consummated in the expected time frame, on the
expected terms or at all. There can be no assurance as to the impact of COVID-19
and other potential future outbreaks of infectious diseases on the Company's or
BHOM's financial condition, results of operations, cash flows and performance
and those of their respective tenants as well as on the economy and real estate
and financial markets, which may impact the timing or occurrence of the
Acquisition or the Spin-Off. 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 SEC on
February 23, 2021, and subsequent filings by the Company with the SEC. Any
forward-looking statement speaks only as of the date on which it is made, and
the Company assumes no obligation to update or revise such statement, whether as
a result of new information, future events or otherwise, except as required by
applicable law. The Company claims the safe harbor protection for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release issued December 20, 2021.
104 Cover Page Interactive Data File (formatted as inline XBRL)
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