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 B Redeemable Preferred Stock with the following features and benefits:
The security investment described herein relates solely to BRG’s Series B Preferred Stock and Warrants, non-traded securities of BRG which have not been listed on any national exchange. The risks and rewards of investing in the Series B Preferred Shares and Warrants are separate and distinct from an investment in BRG’s common stock listed on the NYSE American.
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 B Redeemable Preferred Stock and Warrants, which include, but are not limited to, the following:
Offering Expenses: In connection with the offering, BRG will pay selling commissions, dealer manager fee, and other offering expenses. Please see the Prospectus for a description of the offering expenses related to the offering.
BRG has filed a registration statement on Form S-3 (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 B Redeemable Preferred Stock and the Warrants (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 B Redeemable Preferred Stock and the Warrants, and must be read in conjunction with these materials in order fully understand the risks of an investment in the offering.
* Dividends have been paid on our Class A common stock since May 5, 2014 through the quarter ended June 30, 2018. Through December 31, 2017, such dividends have been declared and paid on a monthly basis at a quarterly rate of $0.29 per share. Effective January 1, 2018, the common stock dividend was reduced to a quarterly rate of $0.1625 per share. From May 5, 2014 through June 30, 2018, we have paid total common stock dividends, including dividends reinvested through our dividend reinvestment plan, of $88,768,415, of which on a cumulative basis, approximately 17% were paid from sources other than cash flows from operations, including from the proceeds of our equity offerings. In addition, the Company has issued Series A preferred stock, Series B Redeemable Preferred Stock, Series C preferred stock and Series D preferred stock. The Series A preferred stock carries an 8.25% stated dividend rate, the Series B Redeemable Preferred Stock carries a 6.00% stated dividend rate, the Series C preferred stock carries a 7.625% stated dividend rate and the Series D preferred stock carries a 7.125% stated dividend rate. From May 5, 2014 through June 30, 2018, we have paid total preferred stock dividends of $52,335,403, all of which were paid from cash flows from operations.
** Under Maryland law, redemption may be prohibited if BRG is insolvent. If we experience significant liqudity problems, we may not be able to fulfill our obligation to redeem Series B preferred stock when submitted for redemption. Redemptions may be paid in cash or in equal value of shares of the Company’s Class A Common Stock at the discretion of the Company. Holder’s estate may redeem for Stated Value if holder dies during first two years following date of issuance. Redemption price includes an amount equal to any accrued but unpaid dividends.