NEW
YORK, April 12, 2022 /PRNewswire/
-- Bluerock Residential Growth REIT, Inc. (NYSE American: BRG)
("BRG" or "Company") announced that at a special meeting of
stockholders (the "Special Meeting") held earlier today, based on
preliminary voting results, the Company's stockholders approved the
proposed acquisition of the Company by affiliates of Blackstone
Real Estate (the "Acquisition"). The Acquisition will occur
following the spin-off of the Company's single-family rental
business (the "Spin-Off") through the taxable distribution to
common stockholders of all of the outstanding shares of common
stock of a newly formed real estate investment trust named Bluerock
Homes Trust, Inc. ("BHM"). Company common stockholders will
receive $24.25 in cash per share of
Company common stock in the Acquisition in addition to the BHM
common stock that they will receive in the Spin-Off.
The final voting results will be filed with the U.S. Securities
and Exchange Commission (the "SEC") on a Form 8-K.
"We are pleased that our stockholders have approved this
transaction and thank them for their continued support," said
Ramin Kamfar, Chairman and Chief
Executive Officer of the Company. "Today's stockholder approval
marks a key step in completing the transaction and delivering on
the tremendous value it offers to our stockholders."
The Acquisition and the Spin-Off currently are expected to close
in the second quarter of 2022, and are subject to the completion of
customary closing conditions. Upon the closing of the Acquisition,
BRG's common stock and preferred stock will no longer be listed on
any public market.
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. BRG
has elected to be taxed as a real estate investment trust (REIT)
for U.S. federal income tax purposes.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
and other federal securities laws. All statements other than
statements of historical fact are "forward-looking statements" for
purposes of federal and state securities laws and may be identified
by words such as "will," "expect," "believe," "plan," "anticipate,"
"intend," "goal," "future," "outlook," "guidance," "target,"
"estimate" and similar words or expressions, including the negative
version of such words and expressions. These forward-looking
statements are based upon the Company's present expectations,
estimates and projections about the industry and markets in which
the Company operates and beliefs of and assumptions made by Company
management, involve uncertainty that could cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements and 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 these forward-looking statements. Although the Company
believes that the expectations reflected in these forward-looking
statements are based on reasonable assumptions, the Company's
actual results and performance could differ materially from those
set forth in these forward-looking statements due to numerous
factors. Factors that could have a material adverse effect on
BRG's operations, future prospects, the Acquisition and the
Spin-Off include, but are not limited to: the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger agreement between the Company and
affiliates of Blackstone Real Estate; the failure to satisfy any of
the conditions to the completion of the Acquisition or the
Spin-Off; the risks that the market does not value BHM shares at
net asset value; the failure to recognize the potential benefits of
the Spin-Off due to, among other reasons, BHM's lack of liquidity,
small market size or inability to grow and expand revenues and
earnings following the Spin-Off; shareholder litigation in
connection with the Acquisition or the Spin-Off, which may affect
the timing or occurrence of the Acquisition or the Spin-Off or
result in significant costs of defense, indemnification and
liability; the effect of the announcement of the Acquisition and
the Spin-Off on the ability of the Company to retain and hire key
personnel and maintain relationships with its tenants, vendors and
others with whom it does business, or on its operating results and
businesses generally; risks associated with the disruption of
management's attention from ongoing business operations due to the
Acquisition and the Spin-Off; the ability to meet expectations
regarding the timing and completion of the Acquisition and the
Spin-Off; the possibility that any opinions, consents or approvals
required in connection with the Spin-Off will not be received or
obtained in the expected time frame, on the expected terms or at
all; and significant transaction costs, fees, expenses and
charges. There can be no assurance that the Acquisition, the
Spin-Off or any other transaction described above will in fact be
consummated in the expected time frame, on the expected terms or at
all. There can be no assurance as to the impact of COVID-19
and other potential future outbreaks of infectious diseases on the
Company's or BHM's financial condition, results of operations, cash
flows and performance and those of their respective tenants as well
as on the economy and real estate and financial markets, which may
impact the timing or occurrence of the Acquisition or the
Spin-Off. 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 SEC on March 11, 2022, and
subsequent filings by the Company with the SEC. Any forward-looking
statement speaks only as of the date on which it is made, and the
Company assumes no obligation to update or revise such statement,
whether as a result of new information, future events or otherwise,
except as required by applicable law. The Company claims the
safe harbor protection for forward looking statements contained in
the Private Securities Litigation Reform Act of 1995.
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SOURCE Bluerock Residential Growth REIT, Inc.
