Current Report Filing (8-k)
02 6월 2016 - 2:09AM
Edgar (US Regulatory)
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): May 25, 2016
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.)
|
|
|
|
|
|
712 Fifth Avenue, 9th Floor
New York, NY 10019
|
(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)
|
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))
|
ITEM 1.01
|
ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
|
Agency Agreement
On
May 25, 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, entered into an Agency Agreement, or the Agency Agreement, with Compass Point Research &
Trading, LLC as placement agent, or the Agent, in connection with the public offering, or the Offering, by the Company of 400,000
shares of its 8.250% Series A Cumulative Redeemable Preferred Stock, or the Shares. The Shares are registered with the Securities
and Exchange Commission pursuant to a 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, and were offered and sold pursuant to a prospectus supplement dated May 25, 2016, and a base prospectus dated January 29,
2016 relating to the Registration Statement.
The
Shares were sold at a public offering price of $25.00 per Share, which is the stated amount of the liquidation preference.
The
Offering closed on May 26, 2016. Under the terms of the Agency Agreement, the Company and the Operating Partnership have agreed
to indemnify the Agent against certain liabilities, including liabilities under the Securities Act, the Exchange Act of 1934, as
amended, and other federal or state statutory laws or regulations. The Agency Agreement contains customary representations, warranties,
covenants, obligations of the parties and termination provisions.
The
foregoing description of the Agency Agreement is a summary and is qualified in its entirety by the terms of the Agency Agreement,
a copy of which is filed as Exhibit No. 1.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1
hereto, and a copy of the opinion of Vinson & Elkins LLP
with respect to tax matters
concerning the
Shares is attached as Exhibit 8.1 hereto.
Press Releases Announcing Pricing
of the Offering
On May 26, 2016, the
Company issued a press release announcing the pricing of the Offering. The press release, a copy of which is filed as Exhibit No.
99.1 to this Current Report on Form 8-K, is incorporated by reference into this Item 8.01.
|
ITEM 9.01
|
FINANCIAL STATEMENTS AND
EXHIBITS.
|
|
1.1
|
Agency Agreement by and among Compass Point Research &
Trading, LLC, as placement agent, Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P. and BRG Manager,
LLC, dated May 25, 2016
|
|
5.1
|
Opinion of Venable LLP
|
|
8.1
|
Opinion of Vinson & Elkins LLP
|
|
99.1
|
Pricing Press Release, dated May 26, 2016
|
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 RESIDENTIAL GROWTH REIT, INC.
|
|
|
|
|
|
|
Dated: June 1, 2016
|
By:
|
/s/ Christopher J. Vohs
|
|
|
|
Christopher J. Vohs
Chief Accounting Officer and Treasurer
|
Exhibit Index
|
1.1
|
Agency Agreement by and among Compass Point Research &
Trading, LLC, as placement agent, Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P. and BRG Manager,
LLC, dated May 25, 2016
|
|
5.1
|
Opinion of Venable LLP
|
|
8.1
|
Opinion of Vinson & Elkins LLP
|
|
99.1
|
Pricing Press Release, dated June 1, 2016
|
BLUEROCK RESIDENTIAL GROWTH (AMEX:BRG.PRA)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
BLUEROCK RESIDENTIAL GROWTH (AMEX:BRG.PRA)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024
BLUEROCK RESIDENTIAL GROWTH REIT INC (아메리카 증권거래소)의 실시간 뉴스: 최근 기사 0
More Bluerock Residential Growth Reit, Inc. News Articles