0001550913-14-000009.txt : 20140912 0001550913-14-000009.hdr.sgml : 20140912 20140912144345 ACCESSION NUMBER: 0001550913-14-000009 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140912 DATE AS OF CHANGE: 20140912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bluerock Residential Growth REIT, Inc. CENTRAL INDEX KEY: 0001442626 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 263136483 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88089 FILM NUMBER: 141100601 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 843-1601 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Bluerock Multifamily Growth REIT, Inc. DATE OF NAME CHANGE: 20130313 FORMER COMPANY: FORMER CONFORMED NAME: Bluerock Enhanced Multifamily Trust, Inc. DATE OF NAME CHANGE: 20081209 FORMER COMPANY: FORMER CONFORMED NAME: Bluerock Enhanced Multifamily REIT, Inc. DATE OF NAME CHANGE: 20081028 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MacKenzie Realty Capital, Inc. CENTRAL INDEX KEY: 0001550913 IRS NUMBER: 454355424 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL STREET CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 925-631-9100 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET CITY: MORAGA STATE: CA ZIP: 94556 SC TO-T/A 1 bluerocksctot072514final.htm TENDER OFFER bluerocksctot072514final.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
___________________
Amendment No. 1

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
$115.92
 
*
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.
   
[X]
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:                                           $115.92
 
Form or Registration Number: SC TO-T
 
Filing Party: MacKenzie Capital Management, LP
 
Date Filed: July 25, 2014
   
[ ]
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: [X]
   
 
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)
 

FINAL AMENDMENT TO 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.

This Offer resulted in the tender by shareholders, and acceptance for payment by the Purchasers, of total of approximately 1,429.607 Shares of each Class.  Following purchase of all the tendered Shares, the Purchasers will own an aggregate of approximately 1,649.407 Shares of each Class, or approximately 1.1% of the total outstanding Shares of each Class.

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:           September 12, 2014

MacKenzie Realty Capital, Inc.

By: /s/ Chip Patterson
Chip Patterson, Secretary