Current Report Filing (8-k)
January 12 2023 - 10:48AM
Edgar (US Regulatory)
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2023-01-10
2023-01-10
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 10, 2023
Bluerock Homes
Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland |
001-41322 |
87-4211187 |
(State or other jurisdiction of incorporation
or organization) |
(Commission File
Number) |
(I.R.S. Employer
Identification
No.) |
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
(Address of principal executive offices)
(212) 843-1601
(Registrant’s telephone number, including
area code)
None.
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of
the Exchange Act:
Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered |
Class
A Common Stock, $0.01 par value per share |
BHM |
NYSE
American |
Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2
of this chapter).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ITEM 1.01 |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
As previously disclosed in
the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2022 by Bluerock Homes Trust, Inc.,
a Maryland corporation (the “Company”), on October 5, 2022, the Company entered into a Management Agreement (the “Management
Agreement”) with its operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating
Partnership”), and its external manager, Bluerock Homes Manager, LLC, a Delaware limited liability company (the “Manager”),
pursuant to which the Manager administers the business activities and day-to-day operations of the Company.
The Management Agreement provides
for the payment of a base management fee to the Manager (the “Base Management Fee”) to compensate the Manager for advisory
services and certain general management services rendered thereunder. Pursuant to Section 6(c) of the Management Agreement, the Base Management
Fee is payable in quarterly installments, (i) one half in C-LTIP units of the Operating Partnership (“C-LTIP Units”), and
(ii) the remainder in cash or C-LTIP Units, at the election of the Company’s board of directors (the “Board”). However,
due to a scrivener’s error, the definition of “Base Management Fee” as set forth in the Management Agreement instead
indicates that the Base Management Fee is payable in cash. The Management Agreement further provides for the reimbursement by the Company
to the Manager for certain documented expenses of the Manager and its affiliates incurred on behalf of the Company, the Operating Partnership
and each of their respective subsidiaries that are reasonably necessary for the performance by the Manager of its duties and functions
thereunder (collectively, “Reimbursable Expenses”). Pursuant to Section 7(c) of the Management Agreement, such Reimbursable
Expenses are payable to the Manager on a monthly basis in unspecified form.
On January 10, 2023, the Board,
including its independent directors, approved the amendment of the Management Agreement pursuant to that certain Amendment to Management
Agreement dated January 10, 2023 (the “Amendment”). Pursuant to the Amendment, (i) the definition of “Base Management
Fee” as set forth in the Management Agreement specifies that the Base Management Fee shall be payable as set forth in Section 6(c)
thereof, and (ii) Section 7(c) of the Management Agreement specifies that Reimbursable Expenses shall be payable to the Manager on a quarterly
basis, which payments shall be made either (i) in cash or (ii) in C-LTIP Units, at the election of the Board, with the number of C-LTIP
Units payable as Reimbursable Expenses, if any, to be calculated in accordance with the corresponding calculation with respect to the
Incentive Fee as specified in the Management Agreement. The Board, including its independent directors, authorized and approved the entry
by the Company into the Amendment and found the terms of the Amendment to be fair, competitive and commercially reasonable and no less
favorable to the Company than similar agreements between unaffiliated parties under the same circumstances. Except as amended by the Amendment,
the terms of the Management Agreement are identical to those of the Management Agreement previously in effect.
The foregoing description
of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit No.
10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
BLUEROCK HOMES TRUST, INC. |
|
|
|
|
Date: January 12, 2023 |
By: |
/s/
Christopher J. Vohs |
|
|
Christopher J. Vohs |
|
|
Chief Financial Officer and Treasurer |
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