UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~ DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 195, 2022

Bluerock Residential Growth REIT, Inc.

(Badger Merger Sub LLC as successor by merger to Bluerock Residential Growth REIT, Inc.)

(Exact name of registrant as specified in its charter)

Maryland	001-36369	26-3136483
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, 32nd Floor
New York, New York	10105
(Address of Principal Executive Offices)	(Zip Code)

1345 Avenue of the Americas, 32nd Floor

New York, NY 10105

(Address of principal executive offices – zip code)

(212) 843-1601

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

Securities registered pursuant to Section 12(b) of the ~~Exchange~~ Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Title of Class	Trading Symbol(s)	Name of Exchange on which registered
Class A Common Stock, $0.01 par value per share	BRG	NYSE American
7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share	BRG-PrC	NYSE American
7.125% Series D Cumulative Preferred Stock, $0.01 par value per share	BRG-PrD	NYSE American

Securities registered pursuant to Section 12(g) of the ~~Exchange~~ Act:

Title of each class

Series B Redeemable Preferred Stock, $0.01 par value per share

Warrants to Purchase Shares of Class A Common Stock, $0.01 par value per share

Series T Redeemable Preferred Stock, $0.01 par value per share

Check the appropriate box below if if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following ~~provisions~~ ~~(see General Instruction A.2. below)~~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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

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~~Introductory ~~1.01 Entry into a Material Definitive Agreement.~~Note

~~Thirteenth~~ This ~~Amendment~~Current toReport on ~~Second~~Form ~~Amended~~8-K ~~and~~is ~~Restated~~being filed in connection with the completion on October 6, 2022 of the transactions contemplated by that certain Agreement and Plan of ~~Limited~~Merger, ~~Partnership~~dated as of December 20, 2021 (the “Merger Agreement”), by and among Bluerock Residential ~~Holdings~~Growth REIT, Inc., a Maryland corporation (the “Company”), Badger Parent LLC, a Delaware limited liability company (“Parent”), and Badger Merger Sub LLC, a Delaware limited liability company (“Merger Sub”). Parent and Merger Sub are affiliates of Blackstone Real Estate Partners IX L.P., an affiliate of Blackstone Inc. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Merger Effective Time”), the Company merged with and into Merger Sub (the “Merger”), with Merger Sub surviving (the “Surviving Company”), and the separate existence of the Company ceased. As a result of the Merger, the Surviving Company became a subsidiary of Parent.

OnPrior ~~September~~to ~~22,~~the ~~2022~~Merger Effective Time, ~~in connection with~~ the ~~previously~~ ~~announced~~Company ~~proposed~~completed ~~spin-off by Bluerock Residential Growth REIT, Inc. (~~the ~~“Company”)~~separation of its single-family ~~rental~~ ~~business~~residential toreal ~~its~~estate ~~common~~business ~~shareholders~~and ~~(the~~certain ~~“Spin-Off”),~~other ~~the~~assets ~~Company, as the general partner of Bluerock Residential Holdings, L.P.~~ (the “~~Operating Partnership”), with the consent of limited partners of the Operating Partnership holding~~SpinCo ~~more than 66.66% of all of the outstanding common units (“Common Units~~Business”) ~~and~~from ~~long-term incentive plan units (“LTIPs”) in~~ the ~~Operating Partnership held by limited partners (other than the~~ Company’s ~~and~~multi-family ~~its~~residential ~~subsidiaries),~~real ~~entered into~~estate ~~the~~business ~~Thirteenth Amendment~~ (the “~~Thirteenth Amendment~~Separation”). toFollowing the ~~Second Amended and Restated Agreement of Limited~~ ~~Partnership of the Operating Partnership. The Thirteenth Amendment provides~~Separation, ~~among other things, for (1)~~ the ~~withdrawal~~SpinCo ofBusiness ~~the Company~~was asindirectly ~~general~~held ~~partner~~by ~~of the Operating Partnership and the admission of~~ Bluerock Homes Trust, Inc., a Maryland corporation (“BHM”), ~~as substitute general partner of the Operating Partnership in connection with the Spin-Off~~ and ~~(2)~~at 12:01 ~~the designation of~~ a.m., ~~new~~Eastern ~~series~~Time, ~~of LTIPs~~on ~~and~~October ~~Common~~6, ~~Units~~2022 (the “~~C-LTIPs”~~Distribution ~~and~~Effective ~~the “C-Common Units,~~Time” ~~respectively~~), ~~as previously disclosed, effective, in each case, as of~~ the ~~Separation~~Company ~~Transfer~~distributed ~~(as defined therein) in connection with~~ the ~~Spin-Off.~~common stock ~~C-LTIPs,~~of ~~subject~~BHM to ~~(a) vesting~~the inCompany’s ~~accordance~~common ~~with~~stockholders ~~their terms and (b) achievement~~ of ~~capital~~record ~~account~~as ~~equivalency with Common Units, may, at the option~~ of the ~~holder,~~close ~~be converted into C-Common Units. No C-LTIPs or C-Common Units will be outstanding prior to completion~~ of ~~the~~business ~~Spin-Off.~~on ~~C-Common Units~~September ~~will be redeemable at the option of the holder~~29, ~~and~~2022 (the “Distribution ~~Operating~~Record ~~Partnership~~Date”) ~~may elect to settle any such redemption~~ in ~~cash~~a ortaxable ~~Class C~~distribution ~~common~~(the ~~stock of BHM~~“Distribution”).

~~The foregoing~~Item ~~description~~1.01. ofEntry ~~the~~Into ~~Thirteenth Amendment is only~~ a ~~summary,~~Material ~~does~~Definitive not purport to be complete and is qualified in its entirety by reference to the full text of the Thirteenth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.Agreement

~~Item~~Separation ~~5.02~~Agreement ~~Departure~~and ofTax ~~Directors~~Matters ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

On ~~September~~October 195, 2022, ~~in connection with~~ the Company ~~previously~~entered ~~announced~~into ~~acquisition of~~ the ~~Company~~Separation byand ~~Blackstone~~Distribution ~~Real~~Agreement ~~Estate~~ (the “~~Acquisition~~Separation Agreement”) ~~and~~with ~~the Spin-Off~~Parent, ~~Messrs. R.~~Badger ~~Ramin~~Holdco ~~Kamfar~~LLC, I.a ~~Bobby~~Delaware limited ~~Majumder,~~liability ~~Romano~~company ~~Tio~~(“New ~~and~~LLC”), ~~Kamal~~Bluerock ~~Jafarnia~~Residential ~~and~~Holdings, MsL.P., ~~Elizabeth~~a ~~Harrison~~Delaware ~~were~~limited ~~elected~~partnership ~~by the Company~~ (~~in its~~“Operating ~~capacity~~Partnership”), asand ~~the sole stockholder of~~ BHM), ~~effective~~which ~~as of the completion of the Spin-Off~~governs, toamong ~~serve~~other ~~on the Board of Directors of BHM. In addition~~things, the ~~Board~~terms of ~~Directors (~~the ~~“Board”)~~Separation ofand the ~~Company~~Distribution. ~~accepted~~The ~~the~~Separation ~~respective resignations of each such~~Agreement ~~individual~~provides ~~from~~for the ~~Board,~~transfer inbetween ~~each~~the ~~case~~Company ~~effective as of immediately prior to,~~ and ~~subject~~its tosubsidiaries, ~~the~~on ~~closing of~~ the ~~Acquisition.~~one ~~As previously announced~~hand, ~~the~~and ~~Acquisition~~BHM and ~~the~~its ~~Spin-Off~~subsidiaries, ~~are expected to occur~~ on ~~October~~the 6,other ~~2022. The completion~~ hand, of ~~the~~certain ~~Acquisition remains~~assets, ~~subject~~and to the ~~consummation~~assumption ofby the ~~Spin-Off,~~Company asand ~~well~~BHM ~~as the satisfaction or waiver~~ of ~~the~~certain ~~other~~liabilities, ~~closing conditions~~ in ~~the merger~~each ~~agreement~~case, ~~between~~relating ~~the~~to ~~Company~~their ~~and~~respective ~~Blackstone Real Estate’s affiliates~~businesses.

~~Item~~The 8Separation Agreement also sets forth certain other covenants and agreements between the Company and BHM related to the Separation, including, among other things, provisions concerning the allocation of cash to BHM prior to the Separation and the treatment of shared contracts following the Separation.01 The ~~Other~~Separation ~~Events~~Agreement also sets forth certain covenants and agreements that govern aspects of the ongoing relationship between the Company and BHM following the Distribution, including, among other things, provisions with respect to the release of claims, insurance, employee liabilities, expenses and indemnification.

~~Declaration~~On October 5, 2022, the Company also entered into a Tax Matters Agreement (the “Tax Matters Agreement”) with Parent, New LLC, Operating Partnership, Bluerock REIT Holdings, LLC, a Delaware limited liability company, and BHM, which governs the respective rights, responsibilities and obligations of the Company and BHM after the Distribution with respect to tax liabilities and benefits, tax attributes, certain indemnification rights with respect to tax matters, the preparation and filing of tax returns, the control of audits and other tax proceedings, the intended federal income tax characterization of the Separation and Distribution and the agreed upon reporting thereof, and certain other tax matters.

OnThe ~~September~~foregoing ~~19, 2022, the Board approved the completion~~descriptions of ~~the~~these ~~Spin-Off~~agreements byset ~~means~~forth ofunder athis ~~pro~~Item ~~rata~~1.01 ~~distribution~~are ~~(the~~not ~~“Distribution”)~~complete byand ~~the~~are ~~Company~~subject ofto, ~~all~~and ofqualified ~~the~~in ~~outstanding~~their ~~common~~entirety ~~stock of~~by ~~BHM.~~reference ~~To consummate the Distribution~~to, the ~~Board~~full ~~declared~~text ~~a pro rata distribution~~ of ~~BHM~~the ~~common stock~~agreements, which isare ~~expected~~attached tohereto beas ~~effective at~~Exhibits ~~12:01 a~~2.m.1 ~~Eastern~~and ~~Time~~10.1 onand ~~October~~are 6,incorporated ~~2022,~~herein toby ~~Company shareholders of record as of the close of business on September 29, 2022 (the “Record Date”)~~reference.

InItem the Distribution, each Company shareholder will receive one share of BHM Class A or Class C common stock, as applicable, for every eight shares of the Company’s Class A or Class C common stock held, respectively, as of the close of business on the Record Date1.02. ~~Shareholders~~Termination ~~will not receive fractional shares~~ of ~~BHM~~a ~~common~~Material ~~stock.~~Definitive Agreement

The ~~Distribution~~information isprovided ~~subject to the satisfaction or waiver of certain conditions, as more fully described~~ in ~~BHM’s Registration Statement on Form 10 (File No. 001-41322), as amended.~~ ~~The press release announcing certain details of~~ the ~~Spin-Off~~Introductory isNote ~~filed~~and asItem ~~Exhibit 99~~2.101 toof this Current Report on Form 8-K ~~and~~ is incorporated herein by reference.

~~Amendment~~On October 6, 2022, in connection with the Merger, the Company caused the termination of all commitments, liabilities and other obligations under each of (i) the Second Amended and Restated Credit Agreement, dated November 6, 2019, by and among the Company, ~~Warrant~~BRG ~~Agreements~~KB Borrower, LLC, KeyBank National Association, as agent and lender, and KeyBanc Capital Markets, as amended by the First Amendment, dated October 5, 2020, and the Second Amendment, dated September 21, 2021, and (ii) the Amended and Restated Credit Agreement, dated March 6, 2020, by and among Operating Partnership, as borrower, the Company, as REIT guarantor, KeyBank National Association, as both agent and lender, KeyBanc Capital Markets Inc. and SunTrust Robinson Humphrey, Inc., as co-lead arrangers and book runners, and Truist Bank, as syndication agent.

OnItem September 19, 2022, the Company entered into (1) an amendment to that certain Warrant Agreement, dated as of November 15, 2017 (the “2017 Warrant Agreement”), between the Company, Computershare Inc2.~~, a Delaware corporation (“Computershare”), and Computershare’s affiliate, Computershare Trust Company, N~~01.~~A.,~~ aCompletion ~~federally~~of ~~chartered~~Acquisition ~~trust~~or ~~company,~~Disposition ~~collectively as warrant agent (together with Computershare and their respective successors and assigns, the “Warrant Agent”) and (2) an amendment to that certain Warrant Agreement, dated as~~ of ~~November 16, 2018 (together with the 2017 Warrant Agreement, the “Warrant Agreements”), between the Company and the Warrant Agent (such amendments, the “Warrant Agreement Amendments”).~~Assets

As The ~~previously~~information ~~disclosed, the Warrant~~provided ~~Agreement~~in ~~Amendments clarify~~ the ~~operation~~Introductory ofNote ~~the provisions of the Warrant Agreements at~~ and ~~following~~Item ~~the effective time of the Acquisition~~1.01 ~~Pursuant to the Warrant Agreement Amendments, the holder~~ of ~~any~~this ~~warrant~~Current toReport ~~purchase~~on ~~the~~Form ~~Company’s~~8-K ~~Class A Common Stock (a “Company Warrant”) that~~ is ~~exercised~~incorporated atherein orby after the effective time of the Acquisition, or prior to the effective time of the Acquisition but for which shares of the Company’s Class A Common Stock have not been issued or otherwise delivered prior to the effective time of the Acquisition, will be entitled to receive only cash in the amount of the merger consideration that such holder would have received if the Company Warrant had been exercised immediately prior to the effective time of the Acquisition in respect of such exercisereference. In order to implement the Spin-Off, the depositary of the Company Warrants requires that exercises of Company Warrants be suspended from September 23, 2022 until after the closing of the Acquisition. Any Company Warrants not exercised prior to the close of business on September 23, 2022 will not be entitled to receive any common stock of BHM in the Spin-Off.

~~The foregoing~~ Completion ~~description~~ of the ~~Warrant Agreement Amendments is only a summary, does not purport to be complete and is qualified in its entirety~~ ~~by reference to the full text of the Warrant Agreement Amendments, which are filed as Exhibit 99.2 and Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.~~Merger

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~Merger ~~and~~Agreement, at ~~Exhibits~~the Merger Effective Time, among other things:

10· Company Common Stock: Each share of common stock, par value $0.101 ~~Thirteenth~~per ~~Amendment~~share, toof the ~~Second~~Company ~~Amended~~(the “Company Common Stock”), that was issued and ~~Restated~~outstanding ~~Agreement~~immediately ofprior ~~Limited~~to ~~Partnership~~the Merger Effective Time, other than shares owned by Parent or any wholly owned subsidiaries of ~~Bluerock~~Parent ~~Residential~~or ~~Holdings~~the Company, Lwas automatically converted into the right to receive $24.~~P.,~~25 ~~dated~~in ~~September~~cash 22(the “Per Share Merger Consideration”), ~~2022.~~without interest;

~~99.1~~· ~~Press~~Series ~~release~~B Preferred Stock: Each share of ~~Bluerock~~Series ~~Residential~~B ~~Growth~~Redeemable ~~REIT~~Preferred Stock, ~~Inc~~par value $0.01 per share, ~~dated~~of ~~September~~the ~~19,~~Company ~~2022~~(“Series B Preferred Stock”) was redeemed pursuant to a notice of redemption previously delivered to holders thereof for an amount equal to $1,000.00, plus an amount equal to all accrued and unpaid dividends to and including the redemption date (the “Series B Redemption Amount”), without interest;

99· Series C Preferred Stock: Each share of 7.2625% ~~Amendment~~Series toC ~~2017~~Cumulative ~~Warrant~~Redeemable ~~Agreement~~Preferred Stock, ~~dated~~par asvalue of$0.01 ~~September~~per 19share, ~~2022~~of the Company (“Series C Preferred Stock”), bywas ~~and~~redeemed ~~among~~pursuant ~~Bluerock~~to ~~Residential~~a ~~Growth~~notice ~~REIT,~~of ~~Inc.,~~redemption ~~Computershare~~previously ~~Inc~~delivered to holders thereof for an amount equal to $25.00 plus an amount equal to all accrued and ~~Computershare~~unpaid ~~Trust~~dividends ~~Company~~to and including the redemption date (the “Series C Redemption Amount”), ~~N.A.~~without interest;

99· Series D Preferred Stock: Each share of 7.3125% ~~Amendment~~Series toD ~~2018~~Cumulative ~~Warrant~~Preferred ~~Agreement~~Stock, ~~dated~~par asvalue of$0.01 ~~September~~per 19share, ~~2022,~~of bythe ~~and~~Company ~~among~~(“Series ~~Bluerock~~D ~~Residential~~Preferred ~~Growth~~Stock”) ~~REIT,~~was ~~Inc.,~~redeemed ~~Computershare~~pursuant ~~Inc~~to a notice of redemption previously delivered to holders thereof for an amount equal to $25.00 plus an amount equal to all accrued and ~~Computershare~~unpaid ~~Trust~~dividends ~~Company~~to and including the redemption date (the “Series D Redemption Amount”), ~~N.A.~~without interest;

~~104~~· ~~The~~Series ~~cover~~T ~~page~~Preferred ~~from~~Stock: ~~this~~Each ~~Current~~share ~~Report~~of onSeries ~~Form~~T ~~8-K~~Redeemable Preferred Stock, ~~formatted~~par invalue ~~Inline~~$0.01 ~~XBRL~~per share, of the Company (“Series T Preferred Stock”) was redeemed pursuant to a notice of redemption previously delivered to holders thereof for an amount equal to $25.00 plus an amount equal to all accrued and unpaid dividends to and including the redemption date (the “Series T Redemption Amount”), without interest;

~~Forward-Looking~~· ~~Statements~~Company Warrants: The outstanding warrants (the “Company Warrants”) to purchase Class A Common Stock, par value $0.01 per share, of the Company (the “Company Class A Common Stock”) remained outstanding in accordance with their terms. As previously disclosed, the warrant agreements with respect to the Company Warrants were previously amended to clarify that the holder of any Company Warrant exercised at or after the Merger Effective Time, or prior to the Merger Effective Time but for which shares of Company Class A Common Stock had not been issued or otherwise delivered prior to the Merger Effective Time, is only entitled to receive in cash the amount of the Per Share Merger Consideration which, if the Company Warrant had been exercised by such holder and the Company Class A Common Stock in respect of such exercise had been issued and delivered, in each case immediately prior to the Merger Effective Time, such holder would have been entitled to receive upon consummation of the Merger in respect of the Company Class A Common Stock that would have been issued and delivered in respect of such exercise (the “Company Warrant Amount”).

~~This~~· ~~Current~~Restricted ~~Report~~Stock onAwards: ~~Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws.~~ All ~~statements~~shares ~~other than statements~~ of ~~historical~~restricted fact are “forward-looking statements” for purposes of federal and state securities laws and may be identified by words such as “will,” “expect,” “believe,” “plan,” “anticipate,” “intend,” “goal,” “future,” “outlook,” “guidance,” “target,” “estimate” and similar words or expressions, including the negative version of such words and expressions. These forward-looking statements are based upon the Company’s ~~present~~Common ~~expectations, estimates~~Stock ~~and projections about the industry and markets in~~ which ~~the~~were ~~Company~~outstanding ~~operates~~as ~~and beliefs~~ of ~~and~~September ~~assumptions made by Company management~~22, ~~involve~~2022 ~~uncertainty~~vested that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and are not guaranteed to occur. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. Investors should not place undue reliance upon these forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are based on ~~reasonable~~September ~~assumptions~~22, ~~the~~2022 ~~Company’s actual results~~ and ~~performance~~ ~~could~~became ~~differ~~unrestricted ~~materially~~shares from those set forth in these forward-looking statements due to numerous factors. Factors that could have a material adverse effect on our operations, future prospects, the Acquisition and the Spin-Off include, but are not limited to: the occurrence of ~~any event, change or other circumstance that could give rise to the termination of the merger agreement between the~~ Company ~~and~~Common Blackstone Real Estate’s affiliates; the failure to satisfy any of the conditions to the completion of the Acquisition or the Spin-Off; the risks that the market does not value BHM shares at net asset value; the failure to recognize the potential benefits of the Spin-Off due toStock, among other reasons, BHM’s lack of liquidity, small market size or inability to grow and expand revenues and earnings following the Spin-Off; shareholder litigation in connection with the Acquisition or the Spin-Off, which may affect the timing or occurrence of the Acquisition or the Spin-Off or result in significant costs of defense, indemnification and liability; the effect of the announcement of the Acquisition and the Spin-Off on the ability of the Company to retain and hire key personnel and maintain relationships with its tenants, vendors and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of management’s attention from ongoing business operations due to the Acquisition and the Spin-Off; the ability to meet expectations regarding the timing and completion of the Acquisition and the Spin-Off; the possibility that any opinions, consents or approvals required in connection with the Spin-Off will ~~not~~ be ~~received~~treated ~~or obtained~~ in the ~~expected~~Merger ~~time~~as ~~frame, on the expected terms or at all; and significant transaction costs, fees, expenses and charges. There can be no assurance that the Acquisition, the Spin-Off or any other transaction~~ described above ~~will in fact be consummated in the expected time frame, on the expected terms or at all~~. There can be no assurance as to the impact of COVID-19 and other potential future outbreaks of infectious diseases on the Company’s or BHM’s financial condition, results of operations, cash flows and performance and those of their respective tenants as well as on the economy and real estate and financial markets, which may impact the timing or occurrence of the Acquisition or the Spin-Off. For further discussion of the factors that could affect outcomes, please refer to the risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 11, 2022, the risk factors set forth in Item 1A of the Company’s Quarterly Reports on Form 10-Q filed by the Company with the SEC on May 10, 2022 and August 8, 2022, and subsequent filings by the Company with the SEC. Any forward-looking statement speaks only as of the date on which it is made, and the Company assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law. The Company claims the safe harbor protection for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.

~~SIGNATURE~~The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.2 and is incorporated herein by reference.

~~Pursuant~~Completion ~~to the requirements~~ of the ~~Securities~~Separation ~~Exchange~~and ~~Act of 1934,~~ the ~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Distribution

~~Dated:~~At ~~September~~the 22Distribution Effective Time, ~~2022~~pursuant to the terms of the Separation Agreement, the Company completed the Distribution. Each common stockholder of the Company received (i) one share of Class A Common Stock, par value $0.01 per share, of BHM, for every eight shares of Company Class A Common Stock, and (ii) one share of Class C Common Stock, par value $0.01 per share, of BHM, for every eight shares of Class C Common Stock, par value $0.01 per share, of the Company, in each case held as of the Distribution Record Date, as applicable. Following the Distribution, BHM is now an independent public company trading under the symbol “BHM” on the New York Stock Exchange American (the “NYSE American”).

~~Bluerock~~Item ~~Residential Growth REIT, Inc~~3.01. ~~By:~~Notice ~~/s/~~of ~~Michael~~Delisting L.or ~~Konig~~Failure ~~Name:~~to ~~Michael~~Satisfy L.a ~~Konig~~Continued ~~Title:~~Listing ~~Chief~~Rule ~~Legal~~or ~~Officer~~Standard; ~~and~~Transfer ~~Secretary~~of Listing

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On October 6, 2022, in connection with the completion of the Merger, Merger Sub requested that the NYSE American suspend trading in the Company Common Stock, Series C Preferred Stock and Series D Preferred Stock and file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting from the NYSE American and deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Company Common Stock, Series C Preferred Stock and Series D Preferred Stock. Following the effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 terminating the registration of the Company Class A Common Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series T Preferred Stock and Company Warrants under Section 12(g) of the Exchange Act and the suspension of all reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.

Item 3.03.

Material Modification to Rights of Security Holders

The information provided in the Introductory Note and Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the Merger Effective Time, (i) the holders of Company Common Stock outstanding immediately before the Merger ceased to have any rights as stockholders of the Company (other than their right to receive the Per Share Merger Consideration), (ii) the holders of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and the Series T Preferred Stock outstanding immediately before the Merger ceased to have any rights as stockholders of the Company (other than their right to receive the Series B Redemption Amount, Series C Redemption Amount, Series D Redemption Amount or Series T Redemption Amount, as applicable) and (iii) the holders of the Company Warrants outstanding immediately prior to the Merger ceased to have any rights with respect to the Company Common Stock underlying such Company Warrants (other than the right to receive the Company Warrant Amount in cash upon exercise).

Item 5.01.

Changes in Control of Registrant

The information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the completion of the Merger, a change in control of the Company occurred, and Merger Sub, as successor by merger to the Company, remains a subsidiary of Parent, an affiliate of Blackstone Real Estate Partners IX L.P., an affiliate of Blackstone Inc.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Merger and pursuant to the Merger Agreement, the Company ceased to exist and Merger Sub continued as the surviving entity. All members of the board of directors of the Company ceased to be directors at the Merger Effective Time, in accordance with the Merger Agreement. In addition, all officers of the Company ceased to be officers at the Merger Effective Time, in accordance with the Merger Agreement.

Item 8.01.

Other Events

On October 6, 2022, the Surviving Company issued a press release announcing the completion of the Merger. The full text of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements information reflecting the Separation and the Distribution, including the unaudited pro forma combined balance sheet as of and for the year ended December 31, 2021, and as of and for the six months ended June 30, 2022, are attached hereto as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits.

Exhibit No.	Exhibit Description
2.1	Separation and Distribution Agreement, dated as of October 5, 2022, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco LLC, Bluerock Residential Holdings, L.P. and Bluerock Homes Trust, Inc.
2.2	Agreement and Plan of Merger, dated as of December 20, 2021, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, and Badger Merger Sub LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 21, 2021).
10.1	Tax Matters Agreement, dated as of October 5, 2022, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco LLC, Bluerock Residential Holdings, L.P., Bluerock REIT Holdings, LLC and Bluerock Homes Trust, Inc.
99.1	Press Release, dated October 6, 2022.
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements Information as of and for the year ended December 31, 2021, and as of and for the six months ended June 30, 2022.
104	Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

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.

		BADGER MERGER SUB LLC (as successor by merger to Bluerock Residential Growth REIT, Inc.)

Date: October 6, 2022	By:	/s/ Asim Hamid
	Name:	Asim Hamid
	Title:	Senior Managing Director and Vice President

Filing Compare · Bluerock Residential Growth REIT, Inc.