UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2022 by Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), on October 5, 2022, the Company entered into a Management Agreement (the “Management Agreement”) with its operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), and its external manager, Bluerock Homes Manager, LLC, a Delaware limited liability company (the “Manager”), pursuant to which the Manager administers the business activities and day-to-day operations of the Company.
The Management Agreement provides for the payment of a base management fee to the Manager (the “Base Management Fee”) to compensate the Manager for advisory services and certain general management services rendered thereunder. Pursuant to Section 6(c) of the Management Agreement, the Base Management Fee is payable in quarterly installments, (i) one half in C-LTIP units of the Operating Partnership (“C-LTIP Units”), and (ii) the remainder in cash or C-LTIP Units, at the election of the Company’s board of directors (the “Board”). However, due to a scrivener’s error, the definition of “Base Management Fee” as set forth in the Management Agreement instead indicates that the Base Management Fee is payable in cash. The Management Agreement further provides for the reimbursement by the Company to the Manager for certain documented expenses of the Manager and its affiliates incurred on behalf of the Company, the Operating Partnership and each of their respective subsidiaries that are reasonably necessary for the performance by the Manager of its duties and functions thereunder (collectively, “Reimbursable Expenses”). Pursuant to Section 7(c) of the Management Agreement, such Reimbursable Expenses are payable to the Manager on a monthly basis in unspecified form.
On January 10, 2023, the Board, including its independent directors, approved the amendment of the Management Agreement pursuant to that certain Amendment to Management Agreement dated January 10, 2023 (the “Amendment”). Pursuant to the Amendment, (i) the definition of “Base Management Fee” as set forth in the Management Agreement specifies that the Base Management Fee shall be payable as set forth in Section 6(c) thereof, and (ii) Section 7(c) of the Management Agreement specifies that Reimbursable Expenses shall be payable to the Manager on a quarterly basis, which payments shall be made either (i) in cash or (ii) in C-LTIP Units, at the election of the Board, with the number of C-LTIP Units payable as Reimbursable Expenses, if any, to be calculated in accordance with the corresponding calculation with respect to the Incentive Fee as specified in the Management Agreement. The Board, including its independent directors, authorized and approved the entry by the Company into the Amendment and found the terms of the Amendment to be fair, competitive and commercially reasonable and no less favorable to the Company than similar agreements between unaffiliated parties under the same circumstances. Except as amended by the Amendment, the terms of the Management Agreement are identical to those of the Management Agreement previously in effect.
The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit No. 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 10.1 | Amendment to Management Agreement, dated January 10, 2023, by and among Bluerock Homes Manager, LLC, Bluerock Homes Trust, Inc. and Bluerock Residential Holdings, L.P. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in inline XBRL |
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 HOMES TRUST, INC. | ||
| Date: January 12, 2023 | By: | /s/ Christopher J. Vohs |
| Christopher J. Vohs | ||
| Chief Financial Officer and Treasurer | ||