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
(d) Exhibits.
Exhibit No. Description
10.1 Amendment to Management Agreement, dated January 10, 2023, by and
among Bluerock Homes Manager, LLC, Bluerock Homes Trust, Inc. and
Bluerock Residential Holdings, L.P.
104 The cover page from this Current Report on Form 8-K, formatted in
inline XBRL
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