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): March 29,2016
| 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.) |
712 Fifth Avenue, 9th Floor New York, NY 10019 |
| (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) |
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)) |
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
Sales Agreement
On March 29, 2016, Bluerock Residential Growth REIT, Inc., a Maryland corporation, or the Company, its operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership, or the Operating Partnership, and its manager, BRG Manager, LLC, a Delaware limited liability company, or the Manager, entered into anAt Market Issuance Sales Agreement, or the Sales Agreement, with FBR Capital Markets & Co., or FBR, and MLV & Co. LLC, or MLV. Pursuant to the Sales Agreement, FBR and MLV will act as the Company’s distribution agents, or the Distribution Agents, with respect to an offering and sale, at any time and from time to time, of the Company’s8.250% Series A Cumulative Redeemable Preferred Stock,par value $0.01 per share,or the Series A Preferred Stock. The Company has authorized the sale, at its discretion, of SeriesA Preferred Stock in an aggregate offering amount up to $100,000,000under the Sales Agreement. Sales of the Series A Preferred Stock, if any, will be made in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including without limitation sales made directly on or through the NYSE MKT, or on any other existing trading market for SeriesA Preferred Stock or through a market maker. In addition, with the Company’s prior consent, the Distribution Agents may also sell SeriesA Preferred Stock by any other method permitted by law, including, but not limited to, negotiated transactions. Sales may be made at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, and subject to such other terms as may be agreed upon at the time of sale.
TheSeriesA Preferred Stockis registered with the Securities and Exchange Commission, or the SEC, pursuant to the Company’s registration statement on Form S-3 (File No. 333-208956), as the same may be amended and/or supplemented, or the Registration Statement, under the Securities Act of 1933, or the Securities Act, which was declared effective by the SEC on January 29, 2016, and will be sold and issued pursuant to a prospectus supplement dated March 29, 2016, or the Prospectus Supplement, one or more additional prospectus supplements, and a base prospectus dated January 29, 2016 relating to the Registration Statement, or the Prospectus.
The Company or the Distribution Agents, under certain circumstances and upon notice to the other, may suspend the offering of the Series A PreferredStockunder the Sales Agreement. The offering of the Series A PreferredStockpursuant to the Sales Agreement will terminate upon the sale of Series A PreferredStockin an aggregate offering amount equal to $100,000,000, or sooner if either the Company or the Distribution Agents terminate the Sales Agreement pursuant to its terms.
The Company will pay the Distribution Agents a commission equal to 2.0% of the gross proceeds from any sale of the Series A PreferredStocksold pursuant to the Sales Agreement and will reimburse the Distribution Agents for certain expenses incurred in connection with their services under the Sales Agreement, including up to $35,000 for legal expenses in the aggregate for both Distribution Agents combined.
The Company made certain customary representations, warranties and covenants in the Sales Agreement concerning the Company and its subsidiaries and the Registration Statement, Prospectus, Prospectus Supplement and other documents and filings relating to the offering of the Series A PreferredStock pursuant tothe Sales Agreement. In addition, the Company has agreed to indemnify the Distribution Agents against certain liabilities, including liabilities under the Securities Act.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the 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.A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Series A Preferred Stock is attached as Exhibit 5.1 hereto, and a copy of the opinion of Hunton & Williams LLP with respect to tax matters concerning the Series A Preferred Stock is attached as Exhibit 8.1 hereto.
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.
| ITEM 3.03. | MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS |
On March 29, 2016, the Company filed Articles Supplementary, or the Articles Supplementary, with the Maryland State Department of Assessments and Taxation to classify and designate an additional 8,000,000 shares of the Company’s authorized but unissued preferred stock, $0.01 par value per share, as shares ofSeries A Preferred Stock. The Articles Supplementary became effective upon filing on March 29, 2016. The total number of shares of Series A Preferred Stock that the Company has authority to issue after giving effect to the Articles Supplementary is 10,875,000. There has been no increase in the authorized shares of stock of the Company effected by the Articles Supplementary.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 1.1 | At Market Issuance Sales Agreement between and among the Company, Bluerock Residential Holdings, L.P., BRG Manager, LLC, FBR Capital Markets & Co. and MLV & Co. LLC, dated March 29, 2016 | |
| 3.1 | Articles Supplementaryof the Company, dated March 29, 2016 | |
| 5.1 | Opinion of Venable LLP | |
| 8.1 | Opinion of Hunton & Williams LLP |
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: March 29, 2016 | By: | /s/ Christopher J. Vohs |
| Christopher J. Vohs | ||
| Chief Accounting Officer and Treasurer | ||
Exhibit Index
| Exhibit No. | Description | |
| 1.1 | At Market Issuance Sales Agreement between and among the Company, Bluerock Residential Holdings, L.P., BRG Manager, LLC, FBR Capital Markets & Co. and MLV & Co. LLC, dated March 29, 2016 | |
| 3.1 | Articles Supplementaryof the Company, dated March 29, 2016 | |
| 5.1 | Opinion of Venable LLP | |
| 8.1 | Opinion of Hunton & Williams LLP |