Item 8.01. Other Events.
As previously reported, Bluerock Residential Growth REIT, Inc. (the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as
of December 20, 2021, by and among the Company, Badger Parent LLC and Badger
Merger Sub LLC.
On September 13, 2022, the Company issued a press release announcing that, in
connection with the anticipated closing of the transactions contemplated by the
Merger Agreement, the Company will suspend (i) voluntary redemptions of shares
of Series B Redeemable Preferred Stock of the Company by the holders thereof,
(ii) voluntary redemptions of shares of Series T Redeemable Preferred Stock of
the Company by the holders thereof and (iii) exercises of warrants to purchase
shares of Common Stock of the Company. The full text of the press release is
attached as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release issued September 13, 2022.
104 Cover Page Interactive Data File (formatted as inline XBRL).
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and other federal securities
laws. All statements other than statements of historical fact are
"forward-looking statements" for purposes of federal and state securities laws
and may be identified by words such as "will," "expect," "believe," "plan,"
"anticipate," "intend," "goal," "future," "outlook," "guidance," "target,"
"estimate" and similar words or expressions, including the negative version of
such words and expressions. These forward-looking statements are based upon the
Company's present expectations, estimates and projections about the industry and
markets in which the Company operates and beliefs of and assumptions made by
Company management, involve uncertainty that could cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements and are not guaranteed to occur. Furthermore, the
Company disclaims any obligation to publicly update or revise any
forward-looking statement to reflect changes in underlying assumptions or
factors, new information, data or methods, future events or other changes.
Investors should not place undue reliance upon these forward-looking statements.
Although the Company believes that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, the Company's
actual results and performance could differ materially from those set forth in
these forward-looking statements due to numerous factors. Factors that could
have a material adverse effect on our operations, future prospects, the proposed
acquisition of the Company by Blackstone (the "Acquisition"), and the proposed
spin-off of the Company's single-family rental business to its shareholders (the
"Spin-Off") include, but are not limited to: the occurrence of any event, change
or other circumstance that could give rise to the termination of the Merger
Agreement; the failure to satisfy any of the conditions to the completion of the
Acquisition or the Spin-Off; the risks that the market does not value Bluerock
Homes Trust, Inc. ("BHM") shares at net asset value; the failure to recognize
the potential benefits of the Spin-Off due to, among other reasons, BHM's lack
of liquidity, small market size or inability to grow and expand revenues and
earnings following the Spin-Off; shareholder litigation in connection with the
Acquisition or the Spin-Off, which may affect the timing or occurrence of the
Acquisition or the Spin-Off or result in significant costs of defense,
indemnification and liability; the effect of the announcement of the Acquisition
and the Spin-Off on the ability of the Company to retain and hire key personnel
and maintain relationships with its tenants, vendors and others with whom it
does business, or on its operating results and businesses generally; risks
associated with the disruption of management's attention from ongoing business
operations due to the Acquisition and the Spin-Off; the ability to meet
expectations regarding the timing and completion of the Acquisition and the
Spin-Off; the possibility that any opinions, consents or approvals required in
connection with the Spin-Off will not be received or obtained in the expected
time frame, on the expected terms or at all; and significant transaction costs,
fees, expenses and charges. There can be no assurance that the Acquisition, the
Spin-Off or any other transaction described above will in fact be consummated in
the expected time frame, on the expected terms or at all. There can be no
assurance as to the impact of COVID-19 and other potential future outbreaks of
infectious diseases on the Company's or BHM's financial condition, results of
operations, cash flows and performance and those of their respective tenants as
well as on the economy and real estate and financial markets, which may impact
the timing or occurrence of the Acquisition or the Spin-Off. 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 March 11, 2022, its Quarterly Reports on
Form 10-Q and other filings by the Company with the SEC. Any forward-looking
statement speaks only as of the date on which it is made, and the Company
assumes no obligation to update or revise such statement, whether as a result of
new information, future events or otherwise, except as required by applicable
law. The Company claims the safe harbor protection for forward looking
statements contained in the Private Securities Litigation Reform Act of 1995.
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