BHM Bluerock Homes Trust Inc

 

 

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): February 28, 2025

  

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.)

 

919 Third Avenue, 40th Floor 

New York, NY 10022

(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 “Original 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. As previously disclosed in the Form 8-K filed with the SEC on January 12, 2023, on January 10, 2023, the Company, the Operating Partnership and the Manager entered into an Amendment to the Original Management Agreement (the “Amendment,” and together with the Original Management Agreement, the “Management Agreement”) to amend the definition of “Base Management Fee” therein and Section 7(c) thereof.

 

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”).

 

On February 28, 2025, the Board, including its independent directors, approved the further amendment of the Management Agreement pursuant to that certain Second Amendment to Management Agreement dated February 28, 2025 (the “Second Amendment”). Pursuant to the Second Amendment, Section 6(c) of the Management Agreement specifies that the Base Management Fee shall be payable to the Manager on a quarterly basis, which payments shall be made 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 C-LTIP Units, with the number of C-LTIP Units payable as the Base Management Fee, 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 Second Amendment and found the terms of the Second 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 Second Amendment, the terms of the Management Agreement are identical to those of the Management Agreement previously in effect.

 

The foregoing description of the Second Amendment is a summary and is qualified in its entirety by the terms of the Second 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 8.01

OTHER EVENTS

 

On February 28, 2025, the Board authorized a new plan for the repurchase, from time to time, of up to an aggregate of $5.0 million in shares of the Company’s Class A common stock, par value of $0.01 per share (the “Class A Common Stock”), to be conducted in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and subject to Rule 10b-5 of the Exchange Act. The repurchase plan has a term of one year and may be discontinued at any time. The extent to which the Company repurchases shares of its Class A Common Stock under the repurchase plan, and the timing of any such repurchases, will depend on a variety of factors including general business and market conditions and other corporate considerations. The Company expects that any repurchases of its Class A Common Stock will be through open market transactions, subject to market conditions, certain price limitations and other conditions established thereunder. Open market repurchases will be structured to occur within the method, timing, price and volume requirements of Rule 10b-18 of the Exchange Act.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit No.	Description
10.1	Second Amendment to Management Agreement, dated February 28, 2025, by and among Bluerock Homes Manager, LLC, Bluerock Homes Trust, Inc. and Bluerock Residential Holdings, L.P.
99.1	Press Release issued March 6, 2025
104	Cover Page Interactive Data File (formatted as inline XBRL).

 

 

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: March 6, 2025	By:	/s/ Christopher J. Vohs
		Christopher J. Vohs
		Chief Financial Officer and Treasurer

 

 

 

Exhibit 10.1

 

SECOND AMENDMENT TO

MANAGEMENT AGREEMENT

 

This Second Amendment to Management Agreement (this “Second Amendment”) is adopted, executed and agreed to as of February 28, 2025, by and among Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), Bluerock Residential Holdings, LP, a Delaware limited partnership (the “Operating Partnership”), and Bluerock Homes Manager, LLC, a Delaware limited liability company (the “Manager”). Undefined terms used herein shall have the meaning ascribed to them in the Management Agreement (as defined below).

 

W I T N E S S E T H:

 

WHEREAS, the Company, the Operating Partnership and the Manager are parties to that certain Management Agreement dated October 5, 2022, as amended by that certain Amendment to Management Agreement dated January 10, 2023 (collectively, the “Management Agreement”), a copy of which is attached hereto as Exhibit A, pursuant to which the Manager is entitled to certain fees in exchange for providing to the Company and the Operating Partnership potential investment opportunities and a continuing and suitable investment program consistent with the investment objectives and policies of the Company, and to reimbursement by the Company for certain costs and expenses incurred by the Manager on behalf of the Company.

 

NOW, THEREFORE, in consideration of the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.        Section 6(c) of the Agreement is hereby deleted in its entirety and replaced with the following paragraph immediately below:

 

“(c) The Base Management Fee shall be payable in arrears, in quarterly installments commencing with the quarter in which this Agreement is executed. If applicable, the initial and final installments of the Base Management Fee shall be pro-rated based on the number of days during the initial and final quarters, respectively, that this Agreement is in effect. The Base Management Fee shall be promptly delivered to the Company. The Company will be obligated to pay each quarterly installment of the Base Management Fee calculated for that quarter within five (5) Business Days after delivery to the Company of the written statement of the Manager setting forth the computation of the Base Management Fee for such quarter. Each quarterly installment of the Base Management Fee will be 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 C-LTIP Units. The number of C-LTIP Units payable as the Base Management Fee to be issued to the Manager (if any) will be calculated in accordance with Section 6(f) in the same manner as the number of C-LTIP Units calculated for the Incentive Fee”

 

2.        For the avoidance of doubt, the terms and provisions of this Second Amendment shall be applicable to all payments of the Base Management Fee approved by the Board on or after the date first set forth above.

 

3.        All other provisions of the Management Agreement, as hereby amended, except as superseded by or inconsistent with this Second Amendment, shall continue to be in full force and effect.

 

[SIGNATURES ON FOLLOWING PAGE]

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment effective as of the date first set forth above.

 

	BLUEROCK HOMES TRUST, INC.,
	a Maryland corporation
	By:	/s/ Jordan Ruddy
	Name: Jordan Ruddy
	Title: President
	BLUEROCK RESIDENTIAL HOLDINGS, LP,
	a Delaware limited partnership
	By:	Bluerock Homes Trust, Inc.,
	its General Partner
	By:	/s/ Jordan Ruddy
	Name: Jordan Ruddy
	Title: President
	BLUEROCK HOMES MANAGER, LLC,
	a Delaware limited liability company
	By: Bluerock Real Estate, L.L.C.
	its Manager
	By:	/s/ Jordan Ruddy
	Name: Jordan Ruddy
	Title: Authorized Signatory

 

 

EXHIBIT A

 

Management Agreement

 

 

[SEE ATTACHED]

 

 

 

Exhibit 99.1

 

 

 

Corporate Headquarters

919 Third Avenue, 40th Floor

New York, NY 10022

877.826.BLUE

PRESS RELEASE

For Immediate Release

 

Bluerock Homes Trust (BHM) Announces

Share Repurchase Plan

 

New York, NY (March 6, 2025) – Bluerock Homes Trust, Inc. (NYSE American: BHM) (the “Company”) today announced that its Board of Directors has authorized a new plan for the repurchase of up to $5.0 million of its outstanding shares of Class A common stock (the “Class A Common Stock”). The repurchase plan will be conducted in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and subject to Rule 10b-5 of the Exchange Act.

 

The repurchase plan has a term of one year and may be discontinued at any time. The extent to which the Company repurchases shares of its Class A Common Stock under the repurchase plan, and the timing of any such repurchases, will depend on a variety of factors including general business and market conditions and other corporate considerations. The Company expects that any repurchases of its Class A Common Stock will be through open market transactions, subject to market conditions, certain price limitations and other conditions established thereunder. Open market repurchases will be structured to occur within the method, timing, price and volume requirements of Rule 10b-18 of the Exchange Act.

 

About Bluerock Homes Trust, Inc.

 

Bluerock Homes Trust, Inc. (NYSE American: BHM), headquartered in New York, New York, is an externally managed REIT that owns and operates high-quality single-family properties located in attractive markets with a focus on the knowledge-economy and high quality of life regions of the Sunbelt and high growth areas of the Western United States. BHM’s principal objective is to generate attractive risk-adjusted investment returns by assembling a portfolio of pre-existing single-family rental homes and developing build-to-rent communities. BHM properties are located across a diverse group of growth markets and will seek to target a growing pool of middle-market renters seeking the single-family lifestyle without the upfront and ongoing investments associated with home ownership. For more information, please visit bluerockhomes.com.

 

Forward Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements 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, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. 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 U.S. Securities and Exchange Commission (“SEC”) on March 22, 2023, and subsequent filings by the Company with the SEC. We claim the safe harbor protection for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

Contact
(Media)
Julia Phillips

Bluerock Chief Marketing Officer
646.308.1795
jphillips@bluerock.com

 

 

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v3.25.0.1

Cover	Feb. 28, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 28, 2025
Entity File Number	001-41322
Entity Registrant Name	Bluerock Homes Trust, Inc.
Entity Central Index Key	0001903382
Entity Tax Identification Number	87-4211187
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	919 Third Avenue
Entity Address, Address Line Two	40th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	843-1601
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	BHM
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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