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): December 23, 2019
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 8.01 | OTHER EVENTS. |
On December 23, 2019, the Board of Directors of Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), authorized new plans for the repurchase, from time to time, of up to an aggregate of $50 million in shares of the Company’s Class A common stock, par value of $0.01 per share (the “Class A Common Stock”). The repurchase plans will be conducted in accordance with Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended (the “Act”). The repurchase plans will terminate upon the earliest to occur of certain specified events as set forth therein. The extent to which the Company repurchases shares of its Class A Common Stock, and the timing of any such purchases, will depend on a variety of factors including general business and market conditions and other corporate considerations. Share repurchases under the repurchase plans may be made in the open market or through privately negotiated transactions, subject to certain price limitations and other conditions established under the plans. Open market repurchases will be structured to occur within the method, timing, price and volume requirements of Rule 10b-18 of the Act.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release dated December 30, 2019 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLUEROCK RESIDENTIAL GROWTH REIT, INC. | |||
| DATE: December 30, 2019 | By: | /s/ Christopher J. Vohs | |
| Christopher J. Vohs | |||
| Chief Financial Officer and Treasurer | |||
Exhibit 99.1
For Immediate Release
Bluerock Residential Growth REIT Announces Share Repurchase Plans
New York, NY (December 30, 2019) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (the “Company”), an owner of highly amenitized multi-family communities, announced today that its Board of Directors has authorized plans for the repurchase of an aggregate of up to $50.0 million of its outstanding shares of Class A common stock, in accordance with the guidelines specified under Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended (the “Act”).
A repurchase plan under Rule 10b5-1 allows companies to repurchase shares at times when it might otherwise be prevented from doing so by securities laws or because of self-imposed trading blackout periods. Purchases pursuant to the repurchase plans will be made in accordance with Rules 10b5-1 and 10b-18 of the Act, and may be made in either the open market, including through block purchases, or in privately negotiated transactions from time to time, subject to certain price limitations and other conditions established under the plans. The repurchase plans do not obligate the Company to acquire any particular amount of Class A common stock and will be subject to federal securities laws and other legal requirements. All open market repurchases will be made in accordance with Rule 10b-18 under the Act, which sets certain restrictions on the method, timing, price and volume of open market repurchases. The repurchase plans will terminate upon the earliest to occur of certain specified events as set forth therein.
About Bluerock Residential Growth REIT, Inc.
Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) is a real estate investment trust that focuses on developing and acquiring a diversified portfolio of institutional-quality highly amenitized live/work/play apartment communities in demographically attractive knowledge economy growth markets to appeal to the renter by choice. The Company’s objective is to generate value through off-market/relationship-based transactions and, at the asset level, through value-add improvements to properties and to operations. The Company is included in the Russell 2000 and Russell 3000 Indexes. BRG has elected to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes.
For more information, please visit the Company’s website at www.bluerockresidential.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements 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, 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 U.S. Securities and Exchange Commission (“SEC”) on February 27, 2019, and subsequent filings by the Company with the SEC. We claim the safe harbor protection for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.
Contact
Investors:
(888) 558.1031
investor.relations@bluerockre.com
Media:
Josh Hoffman
(208) 475.2380
jhoffman@bluerockre.com
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