BRG Series T Redeemable Preferred Stock

Available through Registered Investment Advisors and Independent Broker-Dealers Only

Bluerock Residential Growth REIT Inc., a Real Estate Investment Trust (REIT) whose common stock is listed on the New York Stock Exchange (NYSE American: BRG), is offering its Series T Redeemable Preferred Stock with the following features and benefits:

BRG-Series-T-Dividend-Fact
BRG-Series-T-Principal-Protection-and-Senior-Position
BRG-Series-T-Principal-Growth-and-Inflation-Hedge
BRG-Series-T-Investor-Focused-Fee-Structure

Prospective Investor Resources

BRG Series T Preferred Brochure

BRG Series T Preferred Fact Sheet

2019 Property Portfolio

BRG Series T Prospectus Supplement

SEC Filings & Financial Reports

Sales Desk: 877.826.BLUE (2583)  /  Investor Relations: 888.558.1031

Risk Factors & Disclosures

An investment in Bluerock Residential Growth REIT, Inc. (“BRG”) involves a high degree of risk. See the “Risk Factors” sections of the Prospectus Supplement and the accompanying Prospectus for a discussion of material risks related to an investment in our Series T Redeemable Preferred Stock, which include, but are not limited to, the following:

  • There is limited liquidity and no public market for the Series T Redeemable Preferred Stock and we do not intend to list them on a securities exchange.
  • If our Class A common stock is no longer listed on the NYSE American or another national securities exchange, we would be required to terminate the offering and could result in our raising gross proceeds substantially less than if the maximum offering is sold.
  • Distributions paid from sources other than cash flow or funds from operations may constitute a return of capital and reduce investor returns. Rates of distribution to you may not be indicative of our operating results.
  • We make no guarantee that we will make distributions.
  • Our management has broad discretion over the use of proceeds from the offering of the Series T Redeemable Preferred Stock, and investors will not be able to evaluate the economic or other merits of our investments made with such proceeds prior to our making them.
  • There are substantial conflicts of interest between us and our affiliates, including conflicts arising out of allocation of personnel to our activities, allocation of investment opportunities between us and investment vehicles of our affiliates, the purchase or sale of apartment properties, that might result in investment decisions that are not in the best interests of our stockholders.
  • Upon the sale of any individual property, holders of Series T Redeemable Preferred Stock generally do not have a priority over holders of our common stock regarding return of capital.
  • Our charter contains various restrictions on the ownership and transfer of our securities.
  • After two years from the date of original issuance, we will be able to redeem the outstanding shares of Series T Redeemable Preferred Stock, without your consent, at 100% of the Stated Value per share, plus any accrued and unpaid dividends.
  • Maintenance of our exemption from registration under the Investment Company Act of 1940 and our REIT qualification impose significant limitations on our operations.
  • Holders of the Series T Redeemable Preferred Stock will have no voting rights or control over changes in our policies and operations. Our board of directors may approve changes to our policies without your approval.
  • Our qualification as a REIT depends upon our satisfaction of numerous regulatory limitations and qualifications.
  • We may fail to maintain our qualification as a REIT, which would result in higher taxes for us and reduced cash available for distribution to our stockholders.

 

Summary of Fees and Expenses: Investors will be subject to the following Fees and Expenses as part of the Offering: selling commissions, dealer manager fee, and other offering expenses. Please see the Prospectus Supplement and the accompanying Prospectus for a complete listing of all Fees and Expenses related to the Offering.

BRG has filed a registration statement on Form S-3 (No. 333-224990, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), including a prospectus (the “Prospectus”), with respect to the securities we may offer and sell from time to time, and has further filed with the SEC a prospectus supplement relating to the offering of the Series T Redeemable Preferred Stock (the “Prospectus Supplement”). A copy of the Prospectus Supplement and the accompanying Prospectus must be made available to you in connection with the offering of the Series T Redeemable Preferred Stock, and must be read in conjunction with these materials in order to fully understand the risks of an investment in the offering.

This material contains forward-looking statements that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of BRG’s business, financial condition, liquidity, results from operations, plans and objectives. These forward- looking statements are based on BRG’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to us. You should not place undue reliance on these forward-looking statements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to BRG, and we cannot guarantee that we will achieve any or all of these expectations.