Filed Pursuant to Rule 433

 

Relating to

Prospectus Supplement dated April 20, 2016 to

Prospectus dated January 29, 2016

Registration No. 333-208956

 

Bluerock Residential Growth REIT, Inc.

2,000,000 Shares

8.250% Series A Cumulative Redeemable Preferred Stock

(Liquidation Preference $25.00 per Share)

Final Term Sheet

 

Issuer:   Bluerock Residential Growth REIT, Inc. (the “Issuer”)
     
Type of Security:   8.250% Series A Cumulative Redeemable Preferred Stock (the “Shares”)
     
Base Shares:   2,000,000
     
Liquidation Preference:   $25.00 per Share
     
Base Amount:   $50,000,000
     
Overallotment Shares:   300,000
     
Overallotment Amount :   $7,500,000
     
Trade Date:   April 20, 2016
     
Settlement Date (T+3):   April 25, 2016
     
Dividend Rate:   8.250%
     
Price to Investors:   $25.00 per Share  
     
Underwriters’ Discount:   $1,575,000 ($1,811,250 inclusive of option to purchase additional shares)
   
Net Proceeds to Issuer (after estimated expenses payable by Issuer):   $48,025,000 ($55,288,750 inclusive of option to purchase additional shares)
     
Dividend Payment Dates:   January 5, April 5, July 5 and October 5 of each year
     
Record Dates:   December 25, March 25, June 25 and September 25 of each year

 

 

 

 

Redemption Provisions:   Generally, the Issuer may not redeem any Shares prior to October 21, 2020, except in limited circumstances. On and after October 21, 2020, the Issuer may, at its option, redeem Shares, in whole or in part, at any time, solely for cash at a redemption price of $25.00 per Share, plus an amount equal to all accrued but unpaid dividends, if any, to and including the redemption date.  
     
    Commencing October 21, 2022, the holders of Shares may, at their option, elect to cause the Issuer to redeem their Shares at a redemption price of $25.00 per Share, plus an amount equal to all accrued but unpaid dividends, if any, payable in cash or in shares of the Issuer’s Class A Common Stock, or any combination thereof, at the Issuer’s option.
     
    If the Issuer fails to maintain asset coverage of at least 200%, calculated as set forth in the Prospectus Supplement, and such failure is not timely cured, then the Issuer will be required to redeem, within 90 days, at least the minimum number of shares of Redeemable and Term Preferred Stock (as that term is defined in the Prospectus Supplement), which may include Shares, that will result in the Issuer having an asset coverage ratio of at least 200%.
     
Change of Control:   Upon the occurrence of a Change of Control/Delisting (as that term is defined in the Prospectus Supplement), the Issuer will have the option to redeem the Shares, in whole or in part, within 120 days, solely in cash for $25.00 per Share, plus an amount equal to all accrued but unpaid dividends, if any. Further, if the Issuer does not redeem upon the occurrence of a Change of Control/Delisting, the holders of Shares will have the option to cause the Issuer to redeem their Shares, solely in cash, for $25.00 per Share, plus an amount equal to all accrued but unpaid dividends, if any.
     
Voting Rights:   Holders of Shares will generally have no voting rights. However, if dividends on the Shares have not been paid for each of six or more consecutive quarterly periods, the holders of Shares along with holders of Issuer’s securities ranking on parity with the Shares with respect to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up will have the right to elect two (2) additional members to the Issuer’s Board of Directors. Further, the holders of Shares will retain voting rights with respect to amendments or alterations to the Issuer’s charter that would materially and adversely affect the terms of the Shares, and other matters which may negatively affect the rights of holders of Shares, as set forth in the Prospectus Supplement.
     
Listing:   The Shares are listed on the NYSE MKT under the symbol “BRG-PrA”
     
CUSIP / ISIN:   09627J 508 / US09627J5083
     
Book-Runners:   Wunderlich Securities, Inc. and Compass Point Research & Trading, LLC
     
Co-Lead Managers:   FBR Capital Markets & Co. and Janney Montgomery Scott, LLC

 

 

 

 

The offering is being made pursuant to the Issuer’s effective shelf registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) which became effective on January 29, 2016. Before you invest, you should read the prospectus supplement and the accompanying base prospectus and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. Copies of the prospectus supplement and accompanying prospectus may be obtained from the SEC’s website at www.sec.gov or by contacting: Wunderlich Securities, Inc., Attention: Equity Syndicate, 6000 Poplar Avenue, Suite 150, Memphis, Tennessee 38119, or by email at syndicate@wundernet.com, or Compass Point Research & Trading, LLC, Equity Syndicate, 1055 Thomas Jefferson Street NW, Suite 303, Washington, D.C. 20007, or by email at syndicate@compasspointllc.com.

 

 

 

 

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