New York, NY (August 9, 2017) — Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (the “Company”) today announced that in consideration of investor feedback, its Board of Directors (the “Board”), has elected to provide additional visibility with respect to the annual Class A common stock dividend range that the Board currently forecasts may be appropriate for 2018. Although the Board’s review and analysis is ongoing and is not expected to be finalized until the fourth quarter of 2017, and although the Board is not now making or approving any adjustment to the current dividend policy, based on its analysis of available information to date, the Board currently estimates that the Company’s 2018 annual dividend rate for its Class A Common Stock will likely fall within a range between approximately $0.65 and $0.75 per share. At the closing price of the Class A Common Stock for August 9, 2017 of $10.68 per share, the anticipated annual dividend range of approximately $0.65 to $0.75 per share would constitute an approximate annual dividend rate ranging from 6.1% to 7.0% per share.
In addition, in consideration of investor concern regarding the impact of the recent price decline on the equity consideration being issued for the internalization, and in an effort to ensure that such equity is priced fairly by the market after due consideration of all available information, including information in this release, and after a reasonable cooling off period to allow the market to fully absorb such information, the Company and its external manager, BRG Manager, LLC have agreed to amend the Contribution Agreement setting forth the material terms of the Company’s internalization of the external management function, to provide for the following two modifications, which amendment was unanimously approved by the Special Committee of the Board of Directors and by the Board of Directors:
- Extension of the cooling off period to one calendar month. The period prior to which the volume weighted average price per share of the Class A Common Stock as reported on the NYSE MKT (the “VWAP”) will begin to be calculated for use in determining the amount of equity consideration to be paid in the internalization transaction has been extended from ten trading days to one calendar month, and
- Resetting the start of the cooling off period. The cooling off period will be reset to start on the date following this announcement (August 10, 2017), rather than the day after the August 4, 2017 internalization announcement.
With these modifications to the Contribution Agreement, the cooling off period during which the market may absorb all available information will begin on August 10, 2017 and end on Saturday, September 9, 2017, and the twenty (20) trading day period during which the VWAP calculation will apply to will begin at the start of trading on Monday, September 11, 2017 and end at end of trading on Friday, October 6, 2017.
The above-mentioned estimate of the annual dividend range for 2018 of remains subject to Board review. The Board is providing no assurances that the actual dividend rate will fall within the stated range. The Board has not authorized, nor has the Company declared, a dividend on the Class A Common Stock within the anticipated annual dividend range of approximately $0.65 to $0.75 per share, and this announcement does not constitute the Board’s authorization or the Company’s declaration of such a dividend. Further, the anticipated dividend rate range does not constitute, and should not be construed as, earnings guidance as to the future financial performance of the Company. The Board anticipates making its final decision on 2018 dividend policy for the Company’s Class A Common Stock in the fourth quarter of 2017. As previously announced on August 4, 2017, the Board’s goal will be to pursue a long-term dividend strategy that it believes will be competitive, sustainable and covered, while enabling the Company to deliver long-term growth in the share price of our Class A Common Stock. Factors to be considered in the Board’s review, in conjunction with that of its financial advisor, include but are not limited: to achieving a sustainable dividend covered by current recurring AFFO (vs. pro forma AFFO), multifamily and small cap peer dividend rates, multifamily and small cap peer payout ratios, providing financial flexibility for the Company, and achieving an appropriate balance between the retention of capital to invest and grow net asset value and the importance of current distributions.
About Bluerock Residential Growth REIT, Inc.
Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) is a real estate investment trust that focuses on acquiring a diversified portfolio of Class A institutional-quality apartment properties in demographically attractive growth markets to appeal to the renter by choice. The Company’s objective is to generate value through off-market/relationship-based transactions and, at the asset level, through improvements to operations and properties. The Company generally invests with strategic regional partners, including some of the best-regarded private owner-operators in the United States, enabling the Company to operate as a local sharpshooter in each of its markets while enhancing its off-market sourcing capabilities. The Company’s Class A Common Stock is included on the Russell 2000 and Russell 3000 Indexes. The Company has elected to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.” Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including, without limitation, with respect to the expected dividend rate of the Class A Common Stock. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements.