ITEM 3.02
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UNREGISTERED SALES OF EQUITY SECURITIES.
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As
previously disclosed in the Form 8-K
filed with the Securities and Exchange Commission (the “SEC”)
on November 6, 2017 by Bluerock Residential Growth REIT, Inc. (the “Company,” “we,” “us,” or
“our”), on October 31, 2017 (the “Closing”), the Company consummated the internalization of its management
(the “Internalization”). In connection with the execution of the definitive agreements related to the Internalization,
on October 27, 2017, Bluerock REIT Operator, LLC, a Delaware limited liability company and then a wholly owned subsidiary of
the
Company’s former external m
anager (the “Manager Sub”), in its post-Closing capacity as our indirect subsidiary,
entered into
amended and restated
employment agreements with R. Ramin Kamfar (“Mr.
Kamfar”), James G. Babb, III (“Mr. Babb”), Ryan S. MacDonald (“Mr. MacDonald”), Jordan B. Ruddy (“Mr.
Ruddy”), and Christopher J. Vohs (“Mr. Vohs”), and an
amended and restated
services
agreement with Michael L. Konig (“Mr. Konig”) through his wholly-owned law firm, Konig & Associates, LLC, a New
Jersey limited liability company (“K&A”), which agreements set forth the terms and conditions (A) of (i) Mr. Kamfar’s
service as our Chief Executive Officer and Chairman of our board of directors (the “Kamfar Executive Agreement”), (ii)
Mr. Babb’s service as our Chief Investment Officer (the “Babb Executive Agreement”), (iii) Mr. MacDonald’s
service as our Chief Acquisitions Officer (the “MacDonald Executive Agreement”), (iv) Mr. Ruddy’s service as
our Chief Operating Officer and President (the “Ruddy Executive Agreement”), and (v) Mr. Vohs’s service as our
Chief Financial Officer and Treasurer (the “Vohs Executive Agreement”), and (B) under which Mr. Konig, through K&A,
will serve as our Chief Legal Officer and Secretary (the “Konig Services Agreement,” and together with the Kamfar Executive
Agreement, the Babb Executive Agreement, the MacDonald Executive Agreement, the Ruddy Executive Agreement, and the Vohs Executive
Agreement, the “Executive Agreements,” and each an “Executive Agreement”).
The
Executive Agreements became effective as of the Closing.
Pursuant to the
Executive
Agreements, each of Mr. Kamfar, Mr. Babb, Mr. MacDonald, Mr. Ruddy, Mr. Vohs and K&A is eligible to receive certain
equity
grants of long-term incentive plan units (“LTIP Units”) of the Company’s operating partnership, Bluerock Residential
Holdings, L.P. (the “Operating Partnership,” and such equity grants, collectively, the “Executive Awards”)
pursuant to the Company’s Second Amended and Restated 2014 Equity Incentive Plan for Individuals and Second Amended and Restated
2014 Equity Incentive Plan for Entities (together, the “Equity Incentive Plans”). The
Executive
Agreements provide that
the initial grants of Executive Awards will be made on
January
1, 2018.
Grants of Executive Awards
On
January 1, 2018, the Company granted the following Executive Awards to each of
Mr. Kamfar,
Mr. Babb, Mr. MacDonald, Mr. Ruddy, Mr. Vohs and K&A under the
Equity Incentive Plans
:
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(a)
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A grant of the following number of LTIP Units (each, an “Initial
Commitment Award”): 240,892 LTIP Units to Mr. Kamfar; 120,446 LTIP Units to Mr. Babb; 120,446 LTIP Units to Mr. MacDonald;
120,446 LTIP Units to Mr. Ruddy; 48,178 LTIP Units to Mr. Vohs; and 120,446 LTIP Units to K&A. Each such Initial Commitment
Award will vest and become nonforfeitable in the following five equal annual installments: the first, on December 31, 2018, and
thereafter, on each anniversary of Closing (to include, without limitation, the anniversary of Closing occurring in the year 2019),
subject to certain clawback and termination provisions;
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(b)
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A time-vested equity award of the following number of LTIP
Units (each, an “Annual LTIP Award”): 57,814 LTIP Units to Mr. Kamfar; 19,271 LTIP Units to Mr. Babb; 16,862 LTIP Units
to Mr. MacDonald; 19,271 LTIP Units to Mr. Ruddy; 4,818 LTIP Units to Mr. Vohs; and 19,271 LTIP Units to K&A. Each such Annual
LTIP Award will vest and become nonforfeitable in three equal installments on each anniversary of grant, subject to certain clawback
and termination provisions;
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(c)
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A pro-rated time-vested equity award of the following number
of LTIP Units for the 2017 stub period from the date of Closing through December 31, 2017 (each, a “Prorated Annual LTIP
Award”): 9,636 LTIP Units to Mr. Kamfar; 3,212 LTIP Units to Mr. Babb; 2,810 LTIP Units to Mr. MacDonald; 3,212 LTIP Units
to Mr. Ruddy; 803 LTIP Units to Mr. Vohs; and 3,212 LTIP Units to K&A. Each such Prorated Annual LTIP Award will vest and become
nonforfeitable in the following three equal installments: the first, on December 31, 2018, and thereafter, on each anniversary
of Closing (to include, without limitation, the anniversary of Closing occurring in the year 2019), subject to certain clawback
and termination provisions; and
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(d)
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A long term performance equity award of the following number
of LTIP Units for a three-year performance period, subject to performance criteria and targets established and administered by
the Compensation Committee of our board of directors (each, a “Long Term Performance Award”): 52,701 LTIP Units to
Mr. Kamfar; 17,567 LTIP Units to Mr. Babb; 15,371 LTIP Units to Mr. MacDonald; 17,567 LTIP Units to Mr. Ruddy; 4,392 LTIP Units
to Mr. Vohs; and 17,567 LTIP Units to K&A. Each such Long Term Performance Award will vest and become nonforfeitable effective
as of the last day of the performance period, subject to certain clawback and termination provisions. Due to limitations on the
number of LTIP Units available for issuance under the
Equity Incentive Plans,
the
Long Term Performance Awards were, in aggregate, approximately 39% lower than those to which
the recipients were entitled
pursuant to the terms of their respective Executive Agreements, with the Company issuing the remaining
LTIP
Units at such time as such LTIP Units become available for issuance under the
Equity Incentive Plans.
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Each such Executive
Award is evidenced by an LTIP Unit Vesting Agreement.
The LTIP Units granted
as Executive Awards to each of
Mr. Kamfar, Mr. Babb, Mr. MacDonald, Mr. Ruddy, Mr. Vohs and
K&A
were issued in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933
and Regulation D thereunder for transactions not involving any public offering. No general solicitation or advertising occurred in
connection with the issuance and sale of these securities. Such LTIP Units may convert to units of limited partnership interest
in the Operating Partnership (“OP Units”) upon reaching capital account equivalency with the OP Units held by the Company,
and may then be redeemed for cash or, at the option of the Company and after a one year holding period (including any period during
which the LTIP Units were held), settled in shares of the
Company’s Class A common
stock (the “Class A Common Stock”) on a one-for-one basis
. From the date of grant, holders of LTIP Units granted
as Executive Awards will be entitled to receive “distribution equivalents” at the time distributions are paid to the
holders of the Company’s Class A Common Stock; provided, that (i) solely with respect to LTIP Units granted as part of Long
Term Performance Awards, distributions will be paid at a rate of ten percent (10%) of the distributions otherwise payable with
respect to such LTIP Units until the last day of the three-year performance period (or the date of forfeiture, if earlier); and
(ii) with respect to each LTIP Unit granted as part of a Long Term Performance Award that becomes fully vested in accordance with
the terms of the applicable Executive Agreement, the holder will be entitled to receive, as of the date of such vesting, a single
cash payment equal to the distributions payable with respect to each such LTIP Unit back to the date of grant, minus the distributions
already paid on each such LTIP Unit in accordance with clause (i), in each case subject to certain potential limitations on distributions
set forth in the limited partnership agreement of our Operating Partnership.
Board Compensation
On
January 1, 2018, the Company granted 6,263 LTIP Units to each of I. Bobby Majumder, Brian D. Bailey, and Romano Tio, the non-employee
members of the Company’s board of directors, in payment of the equity portion of their respective annual retainers (such
grants, collectively, the “Director Grants”). The LTIP Units issued as Director Grants were issued pursuant to the
Individuals Plan. Each such Director Grant is evidenced by an LTIP Unit Award Agreement.
The
issuances of LTIP Units as Director Grants were made in reliance upon exemptions from registration provided by Section 4(a)(2)
of the Securities Act of 1933 and Regulation D
thereunder for transactions not involving
any public offering
.
No general solicitation or advertising occurred in connection
with the issuance and sale of these securities.
Such LTIP Units were fully vested upon issuance, and may convert to
OP Units upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or,
at the option of the Company and after a one year holding period (including any period during which the LTIP Units were held), settled
in shares of the Company’s Class A Common Stock on a one-for-one basis. From the date of grant, holders of such LTIP Units
will be entitled to receive “distribution equivalents” at the time distributions are paid to the holders of the Company’s
Class A Common Stock.