United States securities and exchange commission logo
July 8, 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.
Form 10-12B
Correspondence
Dated June 15, 2022
File No. 001-41322
Dear Mr. Kamfar:
We have reviewed your June 15, 2022 response 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Correspondence dated June 15, 2022
General
1. We note your response
dated June 15, 2022, specifically, we note your determination that
certain properties, a
mezzanine loan, and certain preferred equity investments should have
been included as a
component of the predecessor. We further note that it appears the
purpose of the spin-off
transaction is to separate single-family residential real estate from
multi-family
residential real estate. Please address the following:
Please clarify for
us the nature of the operating properties and the assets underlying
the mezzanine loan
and preferred equity investments (i.e. single-family residential or
multi-family
residential).
To the extent such
properties and assets are not single-family residential properties,
please clarify for
us how you determined that the historical operations of these assets
should be included
in the predecessor. Specifically, please address why you believe
these assets and
operations are consistent with the business that you are succeeding
R. Ramin Kamfar
Bluerock Homes Trust, Inc.
July 8, 2022
Page 2
to.
2. Notwithstanding the above comment, we note your response dated June
15, 2022,
specifically, you state that A material contributing factor in the
decision to effectuate the
dispositions of these properties was to generate cash for use in
acquiring and investing in
single-family assets, and the net proceeds of these sales, repayments,
and redemptions
were utilized as a source of cash (i) reflected in the cash balance of
the Company on its
balance sheet as of December 31, 2021, or (ii) ultimately to invest in
certain single-family
assets reflected on the balance sheet as of December 31, 2021. We
further note the
disclosures on pages 13 and 14 of Bluerock Residential Growth REIT s
Form 10-K filed
March 11, 2022 which include lists of acquisitions and dispositions
during 2021, we note
these lists appear to include acquisitions and dispositions of assets
that are not included in
the proposed revised predecessor. Please address the following:
Please tell us how you determined that the certain 2021
dispositions by Bluerock
Residential Growth REIT are being included in the proposed
revised predecessor and
certain dispositions are not being included in the proposed
revised predecessor.
Please tell us how you determined that the proceeds from the
dispositions you now
include in the proposed revised predecessor were used to fund the
acquisitions by the
proposed revised predecessor, and not used to fund operations or
other acquisitions
by Bluerock Residential Growth REIT.
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
July 8, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName