ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Managing Broker Dealer Agreement
On
Under the Managing Broker Dealer Agreement, the Dealer Manager will provide
certain sales, promotional and marketing services to the Company in connection
with the Offering, and the Company will pay the Dealer Manager (i) selling
commissions of 7.0% of the gross proceeds from sales of Series A Preferred Stock
in the Offering ("Selling Commissions"), provided, that if the Dealer Manager
enters into an agreement with a participating broker-dealer providing for a
maximum selling commission of less than 7.0%, then the offering price per share
of Series A Preferred Stock sold through such participating broker-dealer shall
be reduced by an amount equal to the reduction in selling commission paid to
such participating broker-dealer, and (ii) a placement fee of 2.50% of the gross
proceeds from sales of Series A Preferred Stock in the Offering (the "Placement
Fee"). The maximum compensation payable to members of
The terms of the Managing Broker Dealer Agreement were approved by the Company's board of directors.
Pursuant to the Managing Broker Dealer Agreement, the Company has agreed to indemnify the Dealer Manager and participating broker-dealers, and the Dealer Manager has agreed to indemnify the Company, against certain losses, claims, damages and liabilities, including but not limited to those arising out of (i) untrue statements of a material fact contained in the Memorandum, or blue sky applications relating to the Offering, or (ii) the omission or alleged omission to state a material fact required to be stated in the Memorandum, or blue sky applications relating to the Offering.
The foregoing description of the Managing Broker Dealer Agreement is a summary and is qualified in its entirety by the terms of Managing Broker Dealer Agreement, a copy of which is filed as Exhibit No. 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
Fourteenth Amendment to Second Amended and Restated Agreement of Limited
Partnership of the
On
The foregoing description of the Fourteenth Amendment is a summary and is qualified in its entirety by the terms of the Fourteenth Amendment, a copy of which is filed as Exhibit No. 10.2 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On
Ranking.The Series A Preferred Stock ranks (a) senior to all classes or series of common stock and to any other class or series of our capital stock issued in the future, unless the terms of that capital stock expressly provide that it ranks senior to, or on parity with, the Series A Preferred Stock; (b) on a parity with any class or series of our capital stock, the terms of which expressly provide that it ranks on parity with the Series A Preferred Stock with respect to priority of payment of dividends and other distributions or rights upon liquidation, dissolution or winding up of the affairs of the Company (the "Parity Preferred Stock"); and (c) junior to any other class or series of capital stock, the terms of which expressly provide that it ranks senior to the Series A Preferred Stock, none of which exists on the date of the Articles Supplementary, and subject to payment of or provision for our debts and other liabilities.
Dividends.The Articles Supplementary provide that, commencing on the date of original issuance, the Company will pay cumulative cash dividends on each share of the Series A Preferred Stock at an annual rate of 6.0% of the Stated Value (each, a "Series A Cash Dividend"). Series A Cash Dividends are expected to be authorized and declared on a quarterly basis, payable monthly on the 5th day of the month to holders of record on the 25th day of the prior month (or if such payment date or record date is not a business day, on the immediately preceding business day). The initial Series A Cash Dividend on each share of Series A Preferred Stock will begin accruing on, and will be cumulative from, the date of original issuance of such share of Series A Preferred Stock. Each subsequent Series A Cash Dividend will begin accruing on, and will be cumulative from, the end of the most recent Series A Cash Dividend period for which a Series A Cash Dividend has been paid on each such share of Series A Preferred Stock.
Any such Series A Cash Dividend may vary among holders of Series A Preferred Stock, and may be prorated with respect to any shares of Series A Preferred Stock that were outstanding, less than the total number of days in the Series A Cash Dividend period immediately preceding the applicable dividend payment date, with the amount of any such prorated Series A Cash Dividend being computed on the basis of the actual number of days in such dividend period during which such shares of Series A Preferred Stock were outstanding.
Redemptions. The Series A Preferred Stock is redeemable by the Company as follows:
Redemption at Option of Holders. Holders of the Series A Preferred Stock may,
at their option, elect to cause the Company to redeem their shares at a
redemption price equal to the Stated Value, initially
· Beginning on the date of original issuance of the shares to be redeemed: 12%
· Beginning one year from the date of original issuance of the shares to be
redeemed: 9%
· Beginning two years from the date of original issuance of the shares to be
redeemed: 6%
· Beginning three years from the date of original issuance of the shares to be
redeemed: 3%
· Beginning four years from the date of original issuance of the shares to be
redeemed: 0%
Optional Redemption Following Death or Qualifying Disability of a Holder. In
addition, beginning on the date of original issuance, the Company will redeem
shares of Series A Preferred Stock of a holder who is a natural person upon his
or her death or upon his or her suffering a qualifying disability, including
shares held through a revocable grantor trust, or an IRA or other retirement or
profit-sharing plan, at the written request, (a) in the case of the death of a
holder, the holder's estate, the recipient of such shares through bequest or
inheritance, or, with respect to shares held through a revocable grantor trust,
the trustee of such trust, who will have the sole ability to request redemption
on behalf of the trust, or (b) in the case of the disability of a holder, the
holder or the holder's legal representative. Only shares of Series A Preferred
Stock that have been outstanding for at least one (1) year prior to redemption
are eligible for redemption by the Company. The Company must receive such
written request within one (1) year after the death or qualifying disability of
the holder, but no sooner than one (1) year after the date of original issuance
of such shares. If the holder is not a natural person, such as a trust (other
than a revocable grantor trust) or a partnership, corporation or similar legal
entity, the right of redemption upon death or qualifying disability shall be
subject to the approval of company management in its sole discretion. Beginning
one (1) year from the date of original issuance of the shares of Series A
Preferred Stock to be redeemed, we will redeem such shares at a redemption price
equal to 95% of the Stated Value, initially
If a holder of Series A Preferred Stock causes the Company to redeem shares of Series A Preferred Stock, the Company has the right, in its sole discretion, to pay the redemption price in cash or in equal value of shares of its Class A Common Stock, in the Company's sole discretion, based on the closing price per share of Class A Common Stock for the single trading day prior to the date of redemption.
The Company's ability to redeem shares of Series A Preferred Stock in cash may
be limited to the extent that the Company does not have sufficient funds
available to fund such cash redemption. Further, the Company's obligation to
redeem any of the shares of Series A Preferred Stock submitted for redemption in
cash may be restricted by
Optional Redemption by the Company. On and after the second anniversary of the
date of original issuance of the shares of Series A Preferred Stock to be
redeemed, the Company may, at its option, redeem the Series A Preferred Stock,
in whole or in part, at any time or from time to time, at a redemption price of
100% of the Stated Value, initially
Change of Control Redemption by the Company. In addition, upon the occurrence of . . . ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
The information set forth above under Item 3.03 of this report is hereby incorporated by reference into this Item 5.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. Exhibit No. Description 3.1 Articles Supplementary of the Company, datedDecember 1, 2022 10.1 Managing Broker Dealer Agreement by and amongBluerock Homes Trust, Inc. andBluerock Capital Markets, LLC , datedNovember 1, 2022 10.2 Fourteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership ofBluerock Residential Holdings, L.P. , datedDecember 1, 2022 104 The cover page from this Current Report on Form 8-K, formatted in inline XBRL
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