SC TO-T 1 bluerocksctot072514.htm TENDER OFFER bluerocksctot072514.htm
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________

SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________

BLUEROCK RESIDENTIAL GROWTH REIT, INC.
(Name of Subject Company)

MACKENZIE REALTY CAPITAL, INC.
(Bidders)
SHARES OF CLASS B-1, B2, and B-3 COMMON STOCK
 (Title of Class of Securities)

None or unknown
(CUSIP Number of Class of Securities)
_______________________
   
Copy to:
Christine Simpson
  
Chip Patterson, Esq.
MacKenzie Capital Management, LP
  
MacKenzie Capital Management, LP
1640 School Street
  
1640 School Street
Moraga, California  94556
  
Moraga, California  94556
(925) 631-9100 ext. 1024
  
(925) 631-9100 ext. 1006


(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)

Calculation of Filing Fee

 
Transaction
Amount of
 
Valuation*
Filing Fee
     
 
$900,000
$104.49
 
*
For purposes of calculating the filing fee only.  Assumes the purchase of 30,000 Shares of each Class B-1, B-2, and B-3 common stock at a purchase price equal to $11, $10, and $9 per Share, respectively, in cash.
   
[ ]
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
   
 
Amount Previously Paid:
 
Form or Registration Number:
 
Filing Party:
 
Date Filed:
   
[ ]
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
   
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
   
[X]
third party tender offer subject to Rule 14d-1.
[ ]
issuer tender offer subject to Rule 13e-4.
[ ]
going private transaction subject to Rule 13e-3
[ ]
amendment to Schedule 13D under Rule 13d-2
   
 
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]
   
 
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
   
[ ]
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 
[ ]
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 

TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: MacKenzie Realty Capital, Inc. (collectively the “Purchasers”) to purchase up to 30,000 shares of  each Class B-1, B-2, and B-3 common stock (the “Shares”) in Bluerock Residential Growth REIT, Inc. (the “Corporation”), the subject company,  at a purchase price equal to $11, $10, and $9 per Share, respectively, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated July 25, 2014 (the “Offer Date”) and the related Assignment Form, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively.  Any dividends declared after September 5, 2014, or such other date to which this Offer may be extended (the “Expiration Date”), by the terms of the Offer and as set forth in the Assignment Form, would be assigned by tendering Shareholders to the Purchasers.  MacKenzie Capital Management, LP is named as a bidder herein because it is deemed to control the Purchasers, but is otherwise not participating in the offer described in this schedule.

Tender of Shares will include the tender of any and all securities into which the Shares may be converted and any securities distributed with respect to the Shares from and after the Offer Date.  Purchasers are entitled to all proceeds that are paid on or after the Expiration Date from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the tendering Shareholders with respect to the transferred Shares, regardless of when the claims asserted and such action accrued.

The Corporation had 764 holders of record owning an aggregate of 155,423.20 Shares of each Class B-1 and B-2 and 155,422.8 Shares of Class B-3 as of December 31, 2013, according to its Annual Report on Form 10-K for the fiscal year ending December 31, 2013 and Prospectus on Form 424b4 dated March 28, 2014.  The Purchasers and their affiliates currently beneficially own 219.8 Shares of each Class of B-1, B-2, and B-3, or 0.141% of each of the outstanding Classes of B Shares.  The 30,000 Shares of each Class B-1, B-2, and B-3 subject to the Offer constitute 19.3% of the outstanding Shares of each such Class, and together constitute 1.6% of all outstanding common shares (there are a total of 5,556,633 common shares outstanding as of May 7, 2014 according to the Form 10-Q filed on May 15, 2014).  Consummation of the Offer, if all Shares sought are tendered, would require payment by the Purchasers of up to $900,000 in aggregate purchase price, which the Purchasers intend to fund out of their current working capital.

The address of the Corporation’s principal executive offices is 712 Fifth Avenue, 9th Floor, New York, New York 10019, and its phone number is (212) 843-1601.

The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement.

Item 12.                      Exhibits.


(a)(1)
Offer to Purchase dated July 25, 2014
   
(a)(2)
Assignment Form
   
(a)(3)
Form of Letter to Shareholders dated July 25, 2014
 
(a)(4)
 
 
Form of advertisement in Investor’s Business Daily
 
(a)(5)     Press Release
(b)- (h)
Not applicable.

Item 13.                      Information Required by Schedule 13E-3.

Not applicable.

SIGNATURES


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:           July 25, 2014

MacKenzie Realty Capital, Inc.

By: /s/ Chip Patterson
Chip Patterson, Secretary