Current Report Filing (8-k)
19 April 2016 - 9:52PM
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): April 19, 2016
Bluerock Residential Growth REIT, Inc.
(Exact Name of Registrant as Specified in
Its Charter)
Maryland
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001-36369
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26-3136483
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(State or other jurisdiction of incorporation
or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Fourth Amendment to the Second Amended
and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P.
On March 29,
2016, in connection with an
a
t Market Issuance of 8.250% Series A Cumulative
Redeemable Preferred Stock, or the Series A Preferred Stock, of
Bluerock Residential
Growth REIT, Inc., a Maryland corporation, or the Company, the Company’s operating partnership, Bluerock
Residential Holdings, L.P., a Delaware limited partnership, or the Operating Partnership,
entered
into a
Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership, or the Fourth
Amendment.
The Fourth Amendment provides for the designation of 8,000,000 additional units of the Operating
Partnership’s 8.250% Series A Cumulative Redeemable Preferred Units, or the Series A Preferred Units, of which a total
of 10,875,000 units are designated as Series A Preferred Units. To date, the Operating Partnership has issued 3,021,460
Series A Preferred Units to the Company in exchange for the offering proceeds from an equal number of shares of the
Company’s Series A Preferred Stock. The outstanding but unissued Series A Preferred Units will be held for future
issuance to the Company. The Series A Preferred Units have substantially similar rights and preferences as the Series A
Preferred Stock.
The foregoing description
of the Fourth Amendment is a summary and is qualified in its entirety by the terms of the Fourth Amendment, a copy of which is
filed as Exhibit No. 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit No.
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Description
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99.1
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Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated March 29, 2016
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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.
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BLUEROCK RESIDENTIAL GROWTH REIT, INC.
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Dated: April 19, 2016
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By:
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/s/ Christopher J. Vohs
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Christopher J. Vohs
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Chief Accounting Officer and Treasurer
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Exhibit Index
Exhibit No.
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Description
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99.1
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Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated March 29, 2016
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