United States securities and exchange commission logo
February 4, 2022
R. Ramin Kamfar
Chief Executive Officer
Bluerock Homes Trust, Inc.
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
Re: Bluerock Homes
Trust, Inc.
Draft Registration
Statement on Form 10
Filed January 10,
2022
File No. 377-05916
Dear Mr. Kamfar:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form 10 filed January 10, 2022
Summary, page 10
1. We note repeated
references here and throughout the filing to a "technology aided
platform" as part of
the company's value add implementation. Please revise your
disclosure to provide
details and an explanation of what the technology aided platform
consists of and how it
can add value to the company and its properties.
The Separation and Distribution, page 15
2. Please revise your
disclosure to include a graphic depiction of the organizational structure
of Bluerock prior to
the spin off transaction and its UPREIT structure after the spin off
transaction so that
investors may better understand the details of the spin off.
R. Ramin Kamfar
FirstName LastNameR. Ramin Kamfar
Bluerock Homes Trust, Inc.
Comapany4,NameBluerock
February 2022 Homes Trust, Inc.
February
Page 2 4, 2022 Page 2
FirstName LastName
Conditions to the Distribution, page 70
3. We note disclosure in your risk factor entitled Failure to qualify
as a REIT . . .
beginning on page 55 that in connection with the distribution, you
will receive an opinion
of counsel that you will qualify as a REIT. Please clarify whether
receipt of this opinion
is a condition to completing the distribution.
Unaudited Pro Forma Combined Financial Statements, page 79
4. On page 18, you disclose that the sublease will be assigned to you,
including Bluerock
Residential's liabilities associated therewith, and that Badger Parent
will pay you $2.5
million. It does not appear that you have reflected the foregoing in
your pro forma
financial information. Please tell us how you determined it was
unnecessary to adjust for
these items, or tell us where you have reflected them within your pro
forma financial
information. Please refer to Article 11 of Regulation S-X.
Adjustments to the Unaudited Pro Forma Combined Balance Sheet, page 83
5. Please revise note A to disclose the date the properties were
purchased. Additionally,
please revise note E to disclose the date the investment occurred.
6. Please revise note J to disclose the basis for the adjustment for the
partially owned
properties.
Adjustments to the Unaudited Pro Forma Combined Statement of Operations, page
85
7. Please revise adjustment a to disaggregate this information by
portfolio, as you have in
adjustment A. In addition, please revise your disclosure to clarify
from where this
information has been derived.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 97
8. We note that you have included an adjustment for provision for credit
losses to arrive at
your measure titled FFO attributable to Bluerock Homes. As a result of
this adjustment, it
appears that your computation of FFO differs from the NAREIT
definition of FFO.
Please revise the title of this non-GAAP measure to distinguish it
from FFO as commonly
defined or remove the adjustment. Further, please update the related
disclosure of this
measure, as appropriate.
Business and Properties, page 100
9. Please elaborate on each of your investment strategies, identifying
any specific
characteristics of the homes you invest in, locations, and the source
of acquisitions (for
example, broker, auction, or bulk sale) within each strategy. Please
also explain what is
distinctive about the "scattered site aggregation" investment
strategy, other than that you
will provide affordable housing to middle-income renters at
above-market yields. Please
R. Ramin Kamfar
FirstName LastNameR. Ramin Kamfar
Bluerock Homes Trust, Inc.
Comapany4,NameBluerock
February 2022 Homes Trust, Inc.
February
Page 3 4, 2022 Page 3
FirstName LastName
also explain Build-to-Rent development, including what a
build-to-rent community is
and what your role is in development.
10. Please revise this section to provide more robust disclosure regarding
acquisitions or
investment in properties, such as acquisition pace per month or
quarter, cost or purchase
price of homes and the source of acquisitions. Please also address the
time and cost
associated with newly acquired homes to have them rent-ready and
finally leased. Also
address tenant retention and turnover rates and cost.
11. Please revise information about the properties in your portfolio to
include aggregate cost,
initial renovation cost, and year of purchase for each group of
properties. Please also
address lease expiration, purchase date and rentable square footage.
12. Please discuss your policies regarding borrowing or loaning money, and
engaging in the
purchase and sale of investments. In this regard, we note risk factor
disclosures that there
is no limitation on the amount you may invest in a single property or
the amount you can
borrow to purchase individual properties, and that you may have
difficulty selling real
estate investments.
Our Network Strategy, page 104
13. We note your disclosure on page 106 regarding the company's
disciplined underwriting
and due diligence process. Please revise your disclosure here, and
where else appropriate,
to provide the material aspects of the company's processes. Where
appropriate, please
also describe how you review residents and what, if any, requirements
or characteristics
you have for residents. In this regard, we note references in your
disclosure to "middle-
income" and millennial renters.
Exclusive Forum, page 157
14. We note your disclosure regarding that, absent the company's written
consent, the Circuit
Court for Baltimore City, Maryland will be the exclusive forum for
four categories of
lawsuits pursuant to your bylaws. Please revise your disclosure to
clearly state whether or
not your bylaw provision applies to claims under the federal
securities laws. Please note
that Section 22 of the Securities Act of 1933 grants state and federal
courts concurrent
jurisdiction over Securities Act claims, and Section 27 of the
Exchange Act of 1934
provides that the federal courts have exclusive jurisdiction of
Exchange Act claims.
Combined Financial Statements, page F-1
15. We note your list of properties acquired subsequent to December 31,
2020 on page 83 and
that several of these properties exceed 20% of your total assets at
December 31, 2020.
Please tell us how you determined it was unnecessary to include Rule
3-14 financial
statements for these properties. Please refer to Rule 3-14 of
Regulation S-X.
16. We note your assertion within your cover letter dated January 10, 2022
that you will
include audited financial statements for the fiscal year ended
December 31, 2021 in an
R. Ramin Kamfar
Bluerock Homes Trust, Inc.
February 4, 2022
Page 4
amendment. Please confirm that you will also provide Schedules III and
IV, or tell us
how you determined these schedules are not necessary. Please refer to
Rules 12-28 and
12-29 of Regulation S-X.
17. We note your disclosure on page 18 that Bluerock Residential is a
subtenant of a portion
of the 32nd Floor, and that such sublease will be assigned to you. It
does not appear that
you accounted for the sublease under ASC 842 in your combined
financial statements.
Please tell us how you have accounted for this sublease in your
financial statements and
your basis for such accounting. Within your response, please reference
the authoritative
accounting literature relied upon.
You may contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Austin Wood at 202-551-5586 or Pam Long at 202-551-3765 with any other
questions.
FirstName LastNameR. Ramin Kamfar Sincerely,
Comapany NameBluerock Homes Trust, Inc.
Division of
Corporation Finance
February 4, 2022 Page 4 Office of Real
Estate & Construction
FirstName LastName