ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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Underwriting
Agreement
On
April 20, 2016, Bluerock Residential Growth REIT, Inc., a Maryland corporation, or the Company, its operating partnership, Bluerock
Residential Holdings, L.P., a Delaware limited partnership, or the Operating Partnership, and its manager, BRG Manager, LLC, a
Delaware limited liability company, entered into an Underwriting Agreement, or the Underwriting Agreement, with Wunderlich Securities,
Inc and Compass Point Research & Trading, LLC as representatives of the several underwriters named in Schedule A attached to
the Underwriting Agreement, or the Underwriters, in connection with the public offering, or the Offering, by the Company of 2,000,000
shares of 8.250% Series A Cumulative Redeemable Preferred Stock of the Company, or the Firm Shares. The Firm Shares and the Additional
Shares (as defined below) are registered with the Securities and Exchange Commission, or the SEC, pursuant to a registration statement
on Form S-3 (File No.
333-208956
), as the same may be amended
and/or supplemented, or the Registration Statement, under the Securities Act of 1933, or the Securities Act, and were offered and
sold pursuant to a prospectus supplement dated April 20, 2016, and a base prospectus dated January 29, 2016 relating to the Registration
Statement.
Under
the terms of the Underwriting Agreement, the Company also granted to the Underwriters an option, or the Overallotment Option, exercisable
for 30 days from the date of the Company’s prospectus supplement dated April 20, 2016, to purchase up to 300,000 additional
shares of 8.250% Series A Cumulative Redeemable Preferred Stock, or the Additional Shares, at the Offering Price (as defined below),
less underwriting discounts and commissions, to cover overallotments, if any. The Underwriters have elected to exercise the
Overallotment Option in full at the same time as the closing of the Firm Shares, and each Underwriter has purchased their pro rata
share of the Additional Shares based on the number of Firm Shares initially purchased by each Underwriter.
The
Underwriters offered the Firm Shares and Additional Shares, or the Shares, to the public at
a
liquidation preference of
$25.00 per Share,
or the Offering Price, and to certain dealers, which may include the Underwriters, at the Offering Price less a selling concession
not in excess of $0.50
per Share.
The
Offering closed on April 25, 2016. Under the terms of the Underwriting Agreement, the Company and the Operating Partnership have
agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, the Exchange
Act of 1934, as amended, and other federal or state statutory laws or regulations. The Underwriting Agreement contains customary
representations, warranties, covenants, obligations of the parties and termination provisions.
The
foregoing description of the Underwriting Agreement is a summary and is qualified in its entirety by the terms of the Underwriting
Agreement, a copy of which is filed as Exhibit No. 1.1 to this Current Report on Form 8-K and incorporated by reference into this
Item 1.01. A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Firm Shares and the
Additional Shares is attached as Exhibit 5.1 hereto, and a copy of the opinion of Vinson & Elkins LLP
with
respect to tax matters concerning the
Firm Shares and the Additional Shares is attached as Exhibit 8.1 hereto.