Blackstone Real Estate Partners IX L.P., managed by Blackstone Real Estate Advisors entered into an agreement to acquire Bluerock Residential Growth REIT, Inc. (NYSEAM:BRG) for approximately $710 million on December 20, 2021. Under the terms of the transaction, Blackstone Real Estate Advisors will acquire all outstanding shares of common stock of BRG for $24.25 per share in an all-cash transaction valued at $3.6 billion. On consummation of the transaction, all preferred stockholders will be fully redeemed in cash at their original par/stated value as follows: Series C, D & T preferred stock at $25 per share; and, Series B preferred stock at $1,000 per share. Ina related transaction, prior to the acquisition, BRG separately intends to spin off its single-family rental business to its shareholders 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. which will be externally managed by an affiliate of Bluerock Real Estate. Under the terms of the agreement, Blackstone will acquire 30 multifamily properties comprising approximately 11,000 units as well as a loan book secured by 24 multifamily assets. Upon a termination of the Merger Agreement, Bluerock will be required to pay a termination fee of $60 million. Upon termination of the Merger Agreement Blackstone will be required to pay a termination fee of $200 million. Most members of the BRG's senior management, along with certain entities related to them, have agreed to retain their interests in the BRG's operating partnership, which will hold the assets related to the single-family rental business upon completion of the Spin-Off, rather than receiving cash consideration.

The transaction has been unanimously approved by the Board of Directors of BRG. The completion of the transaction is subject to consummation of the Spin-Off, approval of the BRG shareholders and other customary closing conditions. The transaction is not contingent on receipt of financing by Blackstone. As of April 12, 2022, Bluerock Residential Growth's shareholders approved the transaction. The transaction is expected to close in the second quarter of 2022. As of August 26, 2022, the completion of the proposed acquisition of Bluerock Residential by Blackstone and the proposed spin-off of the Bluerock Residential single-family rental business is expected to occur on or about October 6, 2022. Barclays and Wells Fargo Securities LLC acted as financial advisors, and, Brian M. Stadler and Matthew B. Rogers of Simpson Thacher & Bartlett LLP acted as legal advisor to Blackstone. Victor Goldfeld, and David E. Shapiro, Eric M. Rosof, Alec G. Miller, Tijana J. Dvornic, Adam J. Shapiro, Mark A. Koenig, Dianna Chen of and Wachtell, Lipton, Rosen & Katz, Richard P. Cunningham and Kathy A. Lawrence of Kaplan Voekler Cunningham & Frank, PLC, and Chris Mangin of Vinson & Elkins, LLP acted as legal advisors, and Morgan Stanley & Co. LLC, Eastdil Secured LLC and BofA Securities acted as financial advisors to BRG. Morgan Stanley & Co. LLC acted as fairness opinion provider to Bluerock Residential Growth REIT. The V&E team was led by partner Chris Mangin. Bluerock Residential engaged Morrow Sodali LLC to assist in the solicitation of proxies for a fee of $20,000. Robert A. Stanger & Company, Inc. and Kroll, LLC acted as financial advisors and fairness opinion providers to Bluerock Residential. Kroll will receive a fee of $600,000, $250,000 of which was paid upon delivery of the opinion. Robert A. Stanger & Company, Inc. has been paid a fee of $250,000 in connection with this fairness opinion engagement.