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Re: Enterprising Investor post# 169

Thursday, 09/22/2022 9:42:57 PM

Thursday, September 22, 2022 9:42:57 PM

Post# of 174
Board of Directors of Bluerock Residential Growth REIT, Inc. Approves the Completion of the Proposed Spin-Off of its Single-Family Rental Business to Shareholders; Completion of Spin-Off and Acquisition of Bluerock Residential Growth REIT by Affiliates of Blackstone Real Estate Expected on October 6, 2022 (9/19/22)

NEW YORK, Sept. 19, 2022 /PRNewswire/ -- Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) ("BRG" or the "Company") announced today that its Board of Directors (the "BRG Board") has approved the distribution to its shareholders of all of the outstanding shares of common stock of Bluerock Homes Trust, Inc., which will become the holder of the Company's single-family rental business (the "Spin-Off"). The Spin-Off is expected to be completed on October 6, 2022 before the opening of the New York Stock Exchange American. BRG, which will continue to hold the Company's multi-family rental business, expects to complete the previously announced acquisition of BRG by affiliates of Blackstone Real Estate (the "Acquisition") promptly following the completion of the Spin-Off.

The Spin-Off will occur by means of a pro rata distribution (the "Distribution") by BRG of all of the outstanding shares of common stock of BHM. The Distribution is 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, including the U.S. Securities and Exchange Commission (the "SEC") having declared effective the Form 10. The Form 10 has been filed by BHM with the SEC and is available on the SEC's website. The completion of the Acquisition remains subject to the consummation of the Distribution, as well as the satisfaction or waiver of the other closing conditions in the merger agreement between the Company and affiliates of Blackstone Real Estate.

Distribution Information
At the time of the Distribution, each BRG shareholder will receive one share of BHM Class A or Class C common stock, as applicable, for every eight shares of BRG's Class A or Class C common stock held as of the close of business on the record date, which will be September 29, 2022. The Distribution is expected to occur at 12:01 A.M. on October 6, 2022. BRG shareholders will not receive fractional shares of BHM common stock.

No action is required by BRG shareholders to receive shares of BHM common stock in the Distribution. However, as previously disclosed, holders of warrants to purchase shares of BRG common stock who do not exercise such warrants prior to the close of business on September 23, 2022 will not be entitled to receive any shares of BHM common stock in the Spin-Off in respect of such warrants.

BRG expects to make available an information statement to all shareholders entitled to receive the Distribution. The information statement is filed as an exhibit to BHM's Registration Statement on Form 10 and describes BHM and certain risks of owning BHM common stock and provides other information regarding the Spin-Off and the Distribution.

The distribution agent, transfer agent, and registrar for the shares of BHM common stock will be Computershare. For questions relating to the mechanics of the Distribution, shareholders should contact Computershare, Attn: Alternative Investment Operations, P.O. Box 43007, Providence, RI 02940-3007, or by phone at: 1-866-574-5492. If shares are held by a bank, broker or other nominee, shareholders should contact that institution directly.

Trading of BHM Common Stock
Bluerock Homes Trust, Inc. ("BHM") Class A common stock is expected to be listed on the New York Stock Exchange American under the symbol "BHM."

BRG Class A common stock is expected to begin trading with "Due-Bills" on or about September 28, 2022 (i.e., trading with an entitlement to shares of BHM Class A common stock to be distributed pursuant to the Distribution) and will continue so trading up to and through October 5, 2022, the day prior to the date of the Distribution. BHM Class A common stock is expected to begin trading on a "When-Issued" basis under the ticker symbol "BHM WI" on or about September 28, 2022 and will continue so trading up to and through October 5, 2022, the day prior to the date of the Distribution.

"Regular-way" trading in BHM's Class A common stock is expected to begin on October 6, 2022.

BRG shareholders should consult their financial advisor, stockbroker, bank or other nominee before selling any shares before the date of the Distribution to understand how such sales would impact their entitlement to BHM common stock. Additional information regarding trading of BRG and BHM common stock will be set forth in BHM's information statement filed with the Form 10.

The date of the Distribution may change if certain conditions are not satisfied by that date, as described in BHM's information statement filed with the Form 10.

About Bluerock Residential Growth REIT, Inc.

Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) is a real estate investment trust that focuses on developing and acquiring a diversified portfolio of institutional-quality highly amenitized live/work/play apartment communities in demographically attractive knowledge economy growth markets to appeal to the renter by choice. The Company's objective is to generate value through off-market/relationship-based transactions and, at the asset level, through value-add improvements to properties and to operations. BRG has elected to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes.

For more information, please visit our website at: www.bluerockresidential.com.

https://www.prnewswire.com/news-releases/board-of-directors-of-bluerock-residential-growth-reit-inc-approves-the-completion-of-the-proposed-spin-off-of-its-single-family-rental-business-to-shareholders-completion-of-spin-off-and-acquisition-of-bluerock-residential-gro-301627554.html

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