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): April 14, 2020
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.) |
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
(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)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A Common Stock, $0.01 par value per share | BRG | NYSE American |
| 8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | BRG-PrA | NYSE American |
| 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share | BRG-PrC | NYSE American |
| 7.125% Series D Cumulative Preferred Stock, $0.01 par value per share | BRG-PrD | NYSE American |
Securities registered pursuant to Section 12(g) of the Exchange Act:
| Title of each class |
| Series B Redeemable Preferred Stock, $0.01 par value per share |
| Warrants to Purchase Shares of Class A Common Stock, $0.01 par value per share |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
Bluerock Residential Growth REIT, Inc. (the “Company”) is filing this Current Report on Form 8-K to announce the authorization by its Board of Directors, and the declaration by the Company, of (i) a monthly cash dividend of $5.00 per share on the Company's Series B Redeemable Preferred Stock (the “Series B Preferred Stock”) for the month of April 2020, equal to a quarterly rate of $15.00 per share (the “Series B Preferred Dividend”); and (ii) a monthly cash dividend of $0.128125 per share on the Company's Series T Redeemable Preferred Stock (the “Series T Preferred Stock”) for the month of April 2020, equal to a quarterly rate of $0.384375 per share (the “Series T Preferred Dividend”).
Both the Series B Preferred Dividend and the Series T Preferred Dividend will be payable in cash on Tuesday, May 5, 2020 to Series B Preferred or Series T Preferred stockholders of record (as applicable) as of Friday, April 24, 2020. Newly-issued shares of Series T Preferred Stock held for only a portion of the monthly dividend period will receive a prorated Series T Preferred Dividend based on the actual number of days in the dividend period during which each such share of Series T Preferred Stock was outstanding, as permitted under the Articles Supplementary to the Company's charter dated November 13, 2019.
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein is deemed to be “furnished” and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. The information set forth in this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Forward-Looking Statements
The information in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. There can be no assurance that future dividends will be declared. The declaration of future dividends is subject to approval of our Board of Directors and various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable law; restriction on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; the deterioration in our financial condition or results, and those risks, uncertainties, and other factors identified from time-to-time in our filings with the U.S. Securities and Exchange Commission (“SEC”). 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 SEC on February 24, 2020, and subsequent filings by the Company with the SEC.
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: April 14, 2020 | By: | /s/ Christopher J. Vohs | |
| | | Christopher J. Vohs |
| | | Chief Financial Officer and Treasurer |
