UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.02. Unregistered Sales of Equity Securities and Use of Proceeds.
Redemption of Equity Interests
On January 1, 2022, Bridge Investment Group Holdings Inc. (the “Company” or, together with its subsidiaries, “Bridge”) and Bridge Investment Group Holdings LLC (the “Operating Company”) issued 790,424 shares of Class A common stock, $0.01 par value per share (the “Class A Shares”), and 13,255,888 Class A common units (the “Class A Units”), respectively, to redeem certain equity interests in their subsidiaries. The Class A Shares and Class A Units were valued at a total of $19,736,887 and $330,999,523, respectively, based on the closing price of the Class A Shares on December 31, 2021.
The terms of the Class A Units are governed by the Operating Company’s Fifth Amended and Restated LLC Agreement. The Class A Units are redeemable at the option of the holders, which redemption obligation may be satisfied by cash or newly issued shares of Class A common stock at the election of the Company (determined solely by its independent directors (within the meaning of the New York Stock Exchange rules) who are disinterested).
The Class A Shares and Class A Units were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Agreement to Issue Class A Units
On December 16, 2021, the Operating Company entered into an agreement to acquire equity interests in a property manager and to purchase related assets. The aggregate consideration to be paid by the Operating Company at closing is approximately (i) $15 million in cash and (ii) $15 million of Class A Units, determined based on the volume weighted average price of the Class A Shares over a specified period prior to closing. Based on the closing price of the Class A Shares on January 5, 2022, the Operating Company expects to issue approximately 675,676 Class A Units at closing. The acquisition is expected to close during the first quarter of 2022, subject to the satisfaction of customary closing conditions.
The Class A Units will be issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
SIGNATURES
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.
| BRIDGE INVESTMENT GROUP HOLDINGS INC. | ||
| By: | /s/ Jonathan Slager | |
| Name: | Jonathan Slager | |
| Title: | Chief Executive Officer | |
Date: January 6, 2022