Monitor conversion activity: if common share price declines further, holders may convert and dilute NAV. The 7% preferred yield is attractive versus the common dividend, but conversion risk is material given the NAV discount. Watch for insider buying/selling and any subsequent earnings updates that could shift sentiment.
Price Chart
Executive Summary
Bluerock Private Real Estate Fund is offering up to 25 million convertible preferred shares ($250M aggregate liquidation preference) at $10.00 per share with a 7.00% annual dividend rate. Net proceeds of ~$224.4M will be used for investments, distributions, expenses, or debt repayment. The common shares trade at a 29% discount to NAV ($16.68 vs $23.52 NAV). The offering adds senior capital but introduces potential dilution from conversion features.
Key Facts
- Offering up to 25 million Series A and B convertible preferred shares at $10.00 each, aggregate $250 million liquidation preference.
- Estimated net proceeds of approximately $224.375 million after fees and expenses.
- Preferred shares carry a 7.00% annual cumulative dividend, paid monthly, with a liquidation preference of $10.00 per share.
- Common shares trade at $16.68 (May 1, 2026), a 29.09% discount to NAV of $23.52.
- Series A has early conversion fees (up to 8% in year 1); Series B has a clawback of dividends for conversions within 12 months.
- Issuer may force conversion after two years; holder conversion allowed semi-monthly with no shareholder approval needed for below-NAV conversions.
- Proceeds to be used for investments, distributions, working capital, or debt repayment; full investment expected within 3-6 months.
Financial Impact
Adds $224.4 million in temporary equity (preferred shares) to a capital structure with $665M in debt and $3.45B in common equity. The 7% dividend creates a fixed cost of ~$17.5M annually.
Risk Factors
- Conversion of preferred shares into common could dilute NAV per common share, especially if common price remains depressed.
- The offering increases leverage and fixed dividend obligations, reducing financial flexibility.
- No liquid secondary market for preferred shares is expected; holders face indefinite illiquidity.
Market Snapshot
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001398344-26-008220 |
| Document: fp0098777-1_exfilingfees.htm | 0001398344-26-008220 |
| Document: 0001398344-26-008220-index-headers.html | 0001398344-26-008220 |
| Document: 0001398344-26-008220-index.html | 0001398344-26-008220 |
| Document: 0001398344-26-008220.txt | 0001398344-26-008220 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | Insider Cluster | $12.55 | awaiting T+20 | — | $12.46 (−0.72%) |
Oct 23, 2026 2d ago | Insider Cluster | $12.37 | awaiting T+20 | — | $12.46 (+0.73%) |
Oct 21, 2026 4d ago | Insider Cluster | $12.37 | awaiting T+20 | — | $12.46 (+0.73%) |
Oct 19, 2026 6d ago | Insider Cluster | $12.40 | awaiting T+20 | — | $12.46 (+0.48%) |
Oct 15, 2026 10d ago | Insider Cluster | $12.34 | awaiting T+20 | — | $12.46 (+0.97%) |
Oct 15, 2026 10d ago | Insider Cluster | $12.34 | awaiting T+20 | — | $12.46 (+0.97%) |
Oct 5, 2026 20d ago | Insider Cluster | $13.09 | awaiting T+20 | — | $12.46 (−4.81%) |
Sep 30, 2026 25d ago | Insider Cluster | $12.62 | awaiting T+20 | — | $12.46 (−1.27%) |
Sep 30, 2026 25d ago | Insider Cluster | $12.62 | awaiting T+20 | — | $12.46 (−1.27%) |
Sep 29, 2026 26d ago | Insider Cluster | $12.54 | awaiting T+20 | — | $12.46 (−0.64%) |
US Market Status
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