NEW YORK, September 19, 2022 /PRNewswire/ — Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“BRG” or the “Company”) today announced that its board of directors (the “BRG Board”) has approved the distribution to its shareholders of all outstanding common stock of Bluerock Homes Trust, Inc., which will become the holder of the Company’s single-family rental business (the “Spin-Off”). The spin-off is expected to be completed on October 6, 2022 before the opening of the American Stock Exchange in New York. BRG, which will continue to own the Company’s multifamily rental business, expects to complete the previously announced acquisition of BRG by affiliates of Blackstone Real Estate (the “Acquisition”) soon after completion of the Spin-Off.
The Spin-Off will take place by way of a pro rata distribution (the “Distribution”) by BRG of all of the outstanding common shares of BHM. The distribution is subject to the satisfaction or waiver of certain conditions, as more fully described in BHM’s registration statement on Form 10 (File No. 001-41322), as amended, including the Securities and United States Exchange Commission (the “SEC”) having declared Form 10 effective. Form 10 has been filed by BHM with the SEC and is available on the SEC’s website. Completion of the Acquisition remains subject to the completion of the Distribution, as well as the satisfaction or waiver of the other closing conditions of the merger agreement between the Company and the affiliates of Blackstone Real Estate.
At the time of the distribution, each BRG shareholder will receive one Class A or Class C common stock of BHM, as applicable, for every eight Class A or Class C common stock of BRG held at the close of business. date, which will be September 29, 2022. The distribution should take place at 00:01 on October 6, 2022. BRG shareholders will not receive fractional BHM common shares.
No action is required on the part of BRG shareholders to receive BHM common stock in the Distribution. However, as previously noted, holders of BRG common stock warrants who do not exercise such warrants prior to the close of business on September 23, 2022 will not be entitled to receive shares of BHM common stock in the Spin-Off under such warrants.
BRG plans to make available to all shareholders entitled to receive the distribution an information statement. The information statement is filed as an attachment to BHM’s registration statement on Form 10 and describes BHM and certain risks of owning BHM common stock and provides other information regarding the spin-off and the distribution.
The distribution agent, transfer agent and registrar for the common shares of BHM will be Computershare. For any questions relating to the mechanism of the Distribution, shareholders should contact Computershare, Attn: Alternative Investment Operations, PO Box 43007, Providence, RI 02940-3007, or by phone at: 1-866-574-5492. If the shares are held by a bank, broker or other agent, shareholders should contact that institution directly.
Trading in BHM common stock
The Class A common stock of Bluerock Homes Trust, Inc. (“BHM”) is expected to trade on the United States Stock Exchange in New York under the symbol “BHM”.
BRG’s Class A common stock is expected to begin trading with “bills due” on or about September 28, 2022 (i.e., trading with an entitlement to BHM Class A common stock to be distributed pursuant to the distribution) and will continue to trade until and until October 5, 2022, the day before the date of Distribution. BHM’s Class A common stock is expected to begin trading on an “when issued” basis under the symbol “BHM WI” on or about September 28, 2022 and will thus continue to negotiate up to and through October 5, 2022the day before the date of Distribution.
“Regular” trading in BHM’s Class A common stock is expected to begin on October 6, 2022.
BRG shareholders should consult their financial advisor, stockbroker, bank or other agent before selling shares prior to the distribution date to understand the impact of such sales on their entitlement to BHM common stock. Additional information regarding trading in BRG and BHM common stock will be set forth in BHM’s information statement filed with Form 10.
The distribution date may change if certain conditions are not met by that date, as described in BHM’s information statement filed with Form 10.
About Bluerock Residential Growth REIT, Inc.
Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) is a real estate investment firm focused on developing and acquiring a diversified portfolio of institutional-grade apartment communities, living, working and entertainment, in demographically attractive, knowledge-economy growth markets. to the tenant by choice. The Company’s objective is to generate value through off-market/relationship transactions and, at the asset level, through value-added improvements to properties and operations. BRG has elected to be taxed as a real estate investment trust (REIT) for US federal income tax purposes.
For more information, please visit our website at: www.bluerockresidential.com.
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”. , “plans”, “anticipates”, “”intends”, “goal”, “future”, “outlook”, “directions”, “target”, “estimate” and similar words or expressions, including version negative of these words and expressions. These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding the industry and markets in which the Company operates and the beliefs and assumptions made by the Company’s management, involve uncertainty that could cause results, Company’s actual performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements and are not guaranteed. Further, the Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. Investors should not place undue reliance on 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 our business, future prospects, the Acquisition and the Demerger include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to termination of the Merger Agreement; non-satisfaction of any of the conditions for the completion of the Acquisition or the Demerger; risks that the market will not price BHM shares at net asset value; failure to recognize the potential benefits of the Spin-Off due to, among other things, BHM’s lack of liquidity, small market size, or inability to grow and increase revenue and profits after the Spin -Off; litigation between shareholders relating to the Acquisition or the Demerger, which could affect the timing or occurrence of the Acquisition or the Demerger or result in significant defense, indemnification and liability costs; the effect of the announcement of the Acquisition and the Spin-off on the Company’s ability to retain and hire key personnel and to maintain relationships with its tenants, vendors and others with whom it does business, or on its results of operations and its business generally; risks associated with disruption of management’s attention to ongoing business operations due to the Acquisition and Spin-off; the ability to meet expectations regarding the timing and completion of the Acquisition and Spin-off; the possibility that the notices, consents or approvals required in connection with the Spin-Off will not be received or obtained within the time periods provided, under the conditions provided or at all; and significant costs, fees, expenses and transaction fees. There can be no assurance that the Acquisition, Spin-off or any other transaction described above will actually be completed on time, under the terms provided or not at all. There can be no assurance as to the impact of COVID-19 and other potential future infectious disease outbreaks on the financial condition, results of operations, cash flows and performance of the Company or BHM and those of their tenants respective parties as well as on the economy and the real estate and financial markets, which may have an impact on the timing or the occurrence of the Acquisition or the Demerger. For a more in-depth discussion of factors that could affect results, please see the risk factors set forth in Section 1A of the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 11, 2022the risk factors set forth in Item 1A of the Company’s Quarterly Report on Form 10-Q filed by the Company with the SEC on May 10, 2022, and the Company’s subsequent filings 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 safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
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