ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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Sales Agreement
On
March 29, 2016, Bluerock Residential Growth REIT, Inc., a Maryland corporation, or the Company, its operating partnership, Bluerock
Residential Holdings, L.P., a Delaware limited partnership, or the Operating Partnership, and its manager, BRG Manager, LLC, a
Delaware limited liability company, or the Manager, entered into an
At Market Issuance Sales
Agreement, or the Sales Agreement, with FBR Capital Markets & Co., or FBR, and MLV & Co. LLC, or MLV. Pursuant
to the Sales Agreement, FBR and MLV will act as the Company’s distribution agents, or the Distribution Agents, with respect
to an offering and sale, at any time and from time to time, of the Company’s
8.250% Series A Cumulative Redeemable
Preferred Stock,
par value $0.01 per share,
or the Series A Preferred Stock
.
The Company has authorized the sale, at its discretion, of Series
A Preferred
Stock
in an aggregate offering amount up to $100,000,000
under the Sales Agreement. Sales of the
Series A Preferred
Stock, if any, will be made in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as
amended, or the Securities Act, including without limitation sales made directly on or through the NYSE MKT, or on any other existing
trading market for Series
A Preferred
Stock or through a market maker. In addition,
with the Company’s prior consent, the Distribution Agents may also sell Series
A Preferred
Stock by any other method permitted by law, including, but not limited to, negotiated transactions. Sales may be made at market
prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, and subject to such
other terms as may be agreed upon at the time of sale.
The
Series
A Preferred
Stock
is registered
with the Securities and Exchange Commission, or the SEC, pursuant to the Company’s registration statement on Form S-3 (File
No.
333-208956
), as the same may be amended and/or supplemented,
or the Registration Statement, under the Securities Act of 1933, or the Securities Act, which was declared effective by the SEC
on January 29, 2016, and will be sold and issued pursuant to a prospectus supplement dated March 29, 2016, or the Prospectus Supplement,
one or more additional prospectus supplements, and a base prospectus dated January 29, 2016 relating to the Registration Statement,
or the Prospectus.
The Company or the
Distribution Agents, under certain circumstances and upon notice to the other, may suspend the offering of the Series A Preferred
Stock
under the Sales Agreement. The offering of the Series A Preferred
Stock
pursuant to the Sales Agreement will terminate upon the sale of Series A Preferred
Stock
in an aggregate offering amount equal to $100,000,000, or sooner if either the Company or the Distribution Agents terminate
the Sales Agreement pursuant to its terms.
The Company will pay
the Distribution Agents a commission equal to 2.0% of the gross proceeds from any sale of the Series A Preferred
Stock
sold pursuant to the Sales Agreement and will reimburse the Distribution Agents for certain expenses incurred in connection
with their services under the Sales Agreement, including up to $35,000 for legal expenses in the aggregate for both Distribution
Agents combined.
The Company made certain
customary representations, warranties and covenants in the Sales Agreement concerning the Company and its subsidiaries and the
Registration Statement, Prospectus, Prospectus Supplement and other documents and filings relating to the offering of the Series
A Preferred
Stock pursuant to
the Sales Agreement. In addition, the Company has agreed
to indemnify the Distribution Agents against certain liabilities, including liabilities under the Securities Act.
The foregoing description
of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the
opinion of Venable LLP relating to the legality of the issuance and sale of the Series A Preferred Stock is attached as Exhibit
5.1 hereto, and a copy of the opinion of Hunton & Williams LLP with respect to tax matters concerning the Series A Preferred
Stock is attached as Exhibit 8.1 hereto.
This Current Report
on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer to buy
the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.