NEW YORK, September 19, 2022 /PRNewswire/ — Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“BRG” or the “Company”) announced today that its board of directors (the “BRG Board”) has approved the distribution to its shareholders has all outstanding common stock of Bluerock Homes Trust, Inc., which will become the owner of the Company’s single-family home rental business (the “Spin-Off”). The spin-off is expected to be completed on October 6, 2022 before the opening of the New York Stock Exchange American. BRG, which will continue to hold the Company’s multi-family leasing business, expects to complete the previously announced acquisition of BRG by affiliates of Blackstone Real Estate (the “Acquisition”) immediately following the completion of the Demerger.
The Demerger will be effected by BRG making a pro rata distribution (the “Distribution”) of all 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 Number 001-41322), as amended, including the U.S. Securities and Exchange Commission (the “SEC”) Form 10 declared effective. Form 10 was filed with the SEC by BHM and is available on the SEC’s website. Completion of the acquisition remains subject to the completion of the dividend and the satisfaction or waiver of other closing conditions in the merger agreement between the Company and affiliates of Blackstone Real Estate.
At the time of the distribution, each BRG shareholder will receive one BHM Class A or Class C common share, as the case may be, for every eight shares of BRG Class A or C common stock held on the records at the close of business date that will be September 29, 2022. The distribution is expected to take place at 12:01 a.m on October 6, 2022. BRG shareholders will not receive fractional shares of BHM common stock.
BRG shareholders need not take any action to receive BHM common stock as part of the distribution. However, as previously announced, warrant holders who do not exercise such warrants prior to close of business may purchase BRG common stock September 23, 2022 no entitlement to receive BHM Common Shares pursuant to the Demerger with respect to such Warrants.
BRG expects to provide an information statement to all shareholders eligible to receive the distribution. 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 additional information regarding the demerger and distribution.
The distributor, transfer agent and registrar for BHM’s common stock will be Computershare. Shareholders with questions regarding the mechanics of the distribution should contact Computershare, Attn: Alternative Investment Operations, PO Box 43007, Providence, R.I 02940-3007 or by calling: 1-866-574-5492. If shares are held by a bank, broker or other nominee, shareholders should contact that institution directly.
Trading BHM Common Stock
Bluerock Homes Trust, Inc. (“BHM”) Class A common stock is expected to list on the New York Stock Exchange under the symbol “BHM”.
The BRG Class A Common Shares are expected to begin trading on or about “Due Bills”. September 28, 2022 (i.e. trading an entitlement to shares of BHM Class A common stock distributed pursuant to the distribution) and will continue such trading to completion October 5, 2022, the day before the distribution date. BHM Class A Common Stock is expected to commence trading on or about on a when-issued basis under the ticker symbol “BHM WI”. September 28, 2022 and will continue to do so to the end October 5, 2022the day before the date of distribution.
Regular trading in BHM’s Class A common shares is expected to begin on October 6, 2022.
BRG stockholders should consult their financial advisor, stockbroker, bank or other authorized representative prior to selling any shares prior to the date of the distribution to understand how such sale would affect their entitlement to BHM common stock. Additional information regarding trading in BRG and BHM common stock is set forth in BHM’s information statement on 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 trust focused on developing and acquiring a diversified portfolio of highly amenitized, institutional-grade residential/work/play communities in attractive demographics of the knowledge economy growth markets of the tenants of your choice. The company’s objective is to create value through off-market/relationship-based transactions and at the asset level through value-added property and operational improvements. BRG has elected to be taxed as a real estate investment trust (REIT) for US federal income tax purposes.
For more information, visit our website at: www.bluerockresidential.com.
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other state securities laws. All statements, other than statements of historical fact, are “forward-looking statements” within the meaning of federal and state securities laws and can be identified by words such as “will,” “expect,” “believe,” “plan,” “anticipate,” Intend”, “goal”, “future”, “outlook”, “guidance”, “goal”, “estimate” and similar words or phrases, including the negative version of such words and phrases. 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, as well as management’s beliefs and assumptions that involve uncertainties that may cause actual results, performance or achievements of the company, companies could differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements, which are not guaranteed. In addition, 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 any 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, a number of factors could cause the Company’s actual results and performance to differ materially from those projected in these forward-looking statements. Factors that could have a material adverse effect on our business, future prospects, the acquisition and the Demerger include, among others: the occurrence of an event, change or other circumstance that could cause the merger to be terminated or approved; failure to satisfy any of the conditions to closing of the acquisition or demerger; the risks that the market will not value BHM Shares at net asset value; failure to recognize the potential benefits of the demerger due to, among other things, BHM’s lack of liquidity, small market size or inability to post demerger to grow and increase revenues and earnings; shareholder disputes related to the acquisition or demerger that may affect the timing or occurrence of the acquisition or demerger or result in significant defense, indemnity 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 maintain relationships with its tenants, vendors and others with whom it does business, or on its results of operations and business generally; risks related to the disruption of management’s attention from day-to-day operations as a result of the acquisition and the demerger; the ability to meet expectations regarding the timing and completion of the acquisition and demerger; the possibility that any opinions, consents or approvals required in connection with the Demerger will not be obtained or obtained in the expected timeframe, on the expected terms or at all; and significant transaction costs, fees, expenses and charges. There can be no assurance that the acquisition, spin-off or other transaction described above will actually be consummated in the anticipated time frame, on the anticipated terms, or at all. No assurance can be given 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 respective tenants, the economy and real estate and Financial markets that may affect the timing or occurrence of the acquisition or demerger. For a further discussion of factors that could affect results, please refer to the risk factors set forth in Item 1A of the company’s Annual Report on Form 10-K filed with the SEC March 11, 2022the risk factors set forth in Item 1A of the company’s quarterly report on Form 10-Q filed with the SEC 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 undertakes no obligation to update or revise any such statement, whether as a result of new information, future events or otherwise, except as required by law required. The Company claims the safe harbor protections for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
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