NEW YORK, Aug. 9, 2017 /PRNewswire/ -- 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.
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SOURCE Bluerock Residential Growth REIT, Inc.