Bluerock Homes Trust Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities
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| ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES |
Securities for Services
Base Management Fee
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 (as amended by that certain Amendment to Management Agreement dated January 10, 2023 and that certain Second Amendment to Management Agreement dated February 28, 2025, 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 quarterly 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, the calculation of which is reviewed by the Company’s board of directors (the “Board”), and which is payable in cash, except as may otherwise be specified by written agreement of the Company and the Manager with respect to payment of all or any portion thereof in long-term incentive plan units of the Operating Partnership (“C-LTIP Units”), at the election of the Board.
The Board, including its independent directors, having reviewed the calculation of the Base Management Fee for the three months ended March 31, 2025 (“Q1 2025”) as provided by the Manager, authorized and approved payment of a portion of the quarterly installment of the Base Management Fee for Q1 2025 in C-LTIP Units, in a number of C-LTIP Units equal to (i) the dollar amount of the portion of the quarterly installment of the Base Management Fee payable in such C-LTIP Units (calculated by the Manager as $210,000), divided by (ii) the average of the closing prices of the Company’s Class A common stock, $0.01 par value per share (the “Class A Common Stock”), on the NYSE American on the five business days prior to the date of issuance (the “Q1 Base Management Fee C-LTIP Units”), with the remainder of the Base Management Fee for Q1 2025 payable in cash.
As permitted under the Management Agreement, by mutual agreement of the Manager and its affiliate, Bluerock Real Estate Holdings, LLC (“BREH”), the executive management team of the Manager is employed and compensated by BREH, and payroll-related expenses incurred by BREH in connection therewith are reimbursed by the Manager to BREH. On December 31, 2024, in order to reduce the Manager’s cash expenditures and further align the respective interests of each of (i) R. Ramin Kamfar (“Mr. Kamfar”), in his capacity as Chief Executive Officer of the Manager, and (ii) Jordan Ruddy (“Mr. Ruddy”), in his capacity as President of the Manager, with those of the Company’s stockholders, each of Mr. Kamfar and Mr. Ruddy formally elected and agreed to receive a portion of their respective base salaries payable by BREH for services provided to the Manager for fiscal year 2025 in the form of C-LTIP Units rather than in cash, with the remainder payable by BREH in cash (the “Salary Elections”). By mutual written agreement of the Manager and the Company, in keeping with the Salary Elections and in partial satisfaction of the Company’s Base Management Fee obligation to the Manager for Q1 2025, each of the Manager and BREH directed the Company that (a) a portion of the Q1 Base Management Fee C-LTIP Units, valued at $150,000, should instead be issued directly to Mr. Kamfar in satisfaction of the Manager’s reimbursement obligation to BREH for payroll-related expenses in connection with the payment of 80.0% of Mr. Kamfar’s base salary for Q1 2025 for services provided to the Manager in his capacity as Chief Executive Officer thereof, and (b) a portion of the Q1 Base Management Fee C-LTIP Units, valued at $60,000, should instead be issued directly to Mr. Ruddy in satisfaction of the Manager’s reimbursement obligation to BREH for payroll-related expenses in connection with the payment of 80.0% of Mr. Ruddy’s base salary for Q1 2025 for services provided to the Manager in his capacity as President thereof (such directive by the Manager and BREH, the “Q1 Directive”). The Board, including its independent directors, authorized and approved such issuances in keeping with the Q1 Directive.
On May 13, 2025 (the “Issuance Date”), the Manager calculated, as set forth in the Management Agreement, that an aggregate of 20,445 Q1 Base Management Fee C-LTIP Units would be issuable to the Manager in partial payment of the Base Management Fee, and in keeping with the Q1 Directive, the Company caused the Operating Partnership to issue (i) 14,603 of the Q1 Base Management Fee C-LTIP Units to Mr. Kamfar in satisfaction of the Manager’s reimbursement obligation to BREH for 80.0% of Mr. Kamfar’s base salary for Q1 2025 for services provided to the Manager in his capacity as Chief Executive Officer thereof, and (ii) 5,842 of the Q1 Base Management Fee C-LTIP Units to Mr. Ruddy in satisfaction of the Manager’s reimbursement obligation to BREH for 80.0% of Mr. Ruddy’s base salary for Q1 2025 for services provided to the Manager in his capacity as President thereof.
The Board, including its independent directors, authorized the Company, as the General Partner of the Operating Partnership, to cause the Operating Partnership to issue the Q1 Base Management Fee C-LTIP Units to Messrs. Kamfar and Ruddy in the respective amounts set forth above in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D. Each of Messrs. Kamfar and Ruddy has a substantive, pre-existing relationship with the Company and is an “accredited investor” as defined in Regulation D.
The Q1 Base Management Fee C-LTIP Units were fully vested upon issuance, and 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 Q1 Base Management Fee C-LTIP Units were held), settled in shares of the Company’s Class A Common Stock. Each of Messrs. Kamfar and Ruddy will be entitled to receive “distribution equivalents” with respect to their respective Q1 Base Management Fee C-LTIP Units at the time distributions are paid to the holders of the Company’s Class A Common Stock.
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: May 14, 2025 | By: | /s/ Christopher J. Vohs |
| Christopher J. Vohs | ||
| Chief Financial Officer and Treasurer | ||