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ITEM 1.01
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ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT.
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Underwriting
Agreement
On
October 5, 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 Underwriting Agreement, or the
Underwriting Agreement, with Janney Montgomery Scott, LLC, or Janney, and D.A. Davidson & Co., or D.A. Davidson, as
representatives of the several underwriters named in Schedule A attached to the Underwriting Agreement (together with Janney
and D.A. Davidson, the Underwriters), in connection with the public offering, or the Offering, by the Company of 2,700,000
shares of 7.125% Series D cumulative preferred stock, or the Series D Preferred Stock, of the Company, or the Firm Shares.
The Firm Shares and the Additional Shares (as defined below), or the Shares, are registered with the Securities and
Exchange Commission, or the SEC, 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 October 5, 2016, and a base prospectus
dated January 29, 2016 relating to the Registration Statement.
Under
the terms of the Underwriting Agreement, the Company also granted to the Underwriters an overallotment option, or the Overallotment
Option, exercisable for 30 days from the date of the Company’s prospectus supplement dated October 5, 2016, to purchase up
to 405,000 additional shares of the Series D Preferred Stock, or the Additional Shares, at the Offering Price (as defined below),
less underwriting discounts and commissions, to cover overallotments, if any.
The
Underwriters offered the Shares to the public at
a liquidation preference of
$25.00 per Share, or the Offering Price, and to certain dealers, which may include the Underwriters, at the Offering Price
less a selling concession not in excess of $0.50 per Share.
The
Offering is expected to close on October 13, 2016. Under the terms of the Underwriting Agreement, the Company and the Operating
Partnership have agreed to indemnify the Underwriters 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 Underwriting Agreement contains
customary representations, warranties, covenants, obligations of the parties and termination provisions.
The
foregoing description of the Underwriting Agreement is a summary and is qualified in its entirety by the terms of the Underwriting
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.
Sixth Amendment to Second Amended
and Restated Agreement of Limited Partnership of the Operating Partnership
On October 11, 2016,
in connection with the Offering, the Company entered into a Sixth Amendment to Second Amended and Restated Agreement of Limited
Partnership, or the Sixth Amendment, of its Operating Partnership. The Sixth Amendment provides, among other things, for the designation
of up to 3,105,000 7.125% Series D cumulative preferred units
of the Operating Partnership,
or the Series D Preferred Units,
and the issuance of the
Series D Preferred Units
to the Company in exchange for the contribution by the Company of the net proceeds of the Offering.
The Series D Preferred
Units will have substantially similar rights and preferences as the Series D Preferred Stock, as described below in Item 3.03.
The foregoing description of the Sixth
Amendment is a summary and is qualified in its entirety by the terms of the Sixth 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.