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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-size: 12pt"><B>UNITED
STATES</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-size: 12pt"><B>SECURITIES
AND EXCHANGE COMMISSION</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Washington, D.C. 20549</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-size: 12pt"><B>FORM 8-K</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-size: 12pt"><B>CURRENT
REPORT</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt"><FONT STYLE="text-transform: uppercase"><B>Pursuant
to Section 13 or 15(</B></FONT><B>d<FONT STYLE="text-transform: uppercase">) of the Securities Exchange Act of 1934</FONT></B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Date of Report (Date of earliest event
reported): October 2, 2012</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

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<TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 100%; font-size: 12pt; font-weight: bold; text-align: center"><FONT STYLE="font-size: 12pt"><B>Bluerock
    Enhanced Multifamily Trust, Inc.</B></FONT></TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD STYLE="font-size: 10pt; text-align: center">(Exact Name of Registrant as Specified in Its Charter)</TD></TR>
</TABLE>
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<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 38%; font-size: 10pt; font-weight: bold; text-align: center">Maryland</TD>
    <TD STYLE="width: 2%; font-size: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="width: 26%; font-size: 10pt; font-weight: bold; text-align: center">333-153135</TD>
    <TD STYLE="width: 2%; font-size: 10pt">&nbsp;</TD>
    <TD STYLE="width: 32%; font-size: 10pt; font-weight: bold; text-align: center">26-3136483</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD STYLE="font-size: 10pt; text-align: center">(State or other jurisdiction of incorporation <BR>
or organization)</TD>
    <TD STYLE="font-size: 10pt">&nbsp;</TD>
    <TD>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt">(Commission File Number)</P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P></TD>
    <TD STYLE="font-size: 10pt">&nbsp;</TD>
    <TD>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(I.R.S. Employer</P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Identification No.)</P></TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Heron Tower, 70 East 55th Street, 9th
Floor</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>New York, NY 10022</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Address of principal executive offices)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(212) 843-1601</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Registrant&rsquo;s telephone number, including
area code)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">None</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Former name or former address, if changed
since last report)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<TD STYLE="width: 0in"></TD><TD STYLE="width: 0.5in; text-align: left"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD><TD STYLE="text-align: justify">Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)</TD>
</TR></TABLE>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD><TD>Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD></TR></TABLE>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD><TD>Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</TD></TR></TABLE>

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<TD STYLE="width: 0in"></TD><TD STYLE="width: 0.5in; text-align: left"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</FONT></TD>
</TR></TABLE>

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    <TD STYLE="width: 15%; font-size: 10pt; font-weight: bold"><B>ITEM 1.01</B></TD>
    <TD STYLE="width: 85%; padding-left: 16.2pt; font-size: 10pt; font-weight: bold; text-indent: -0.24in"><B>ENTRY INTO MATERIAL DEFINITIVE AGREEMENT</B></TD></TR>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The information in this Report set forth
under Items 2.01 and 2.03 is incorporated herein by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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    <TD STYLE="width: 15%; font-size: 10pt; font-weight: bold"><B>ITEM 2.01</B></TD>
    <TD STYLE="width: 85%; padding-left: 16.2pt; font-size: 10pt; font-weight: bold; text-indent: -0.24in"><B>COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS</B></TD></TR>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>The disclosure below describes our recent
joint venture investment in Enders Place. All figures provided below are approximate.</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On October 2, 2012, through a wholly-owned
subsidiary of our operating partnership, we completed an investment in a multi-tiered joint venture along with Bluerock Special
Opportunity + Income Fund III, LLC (&ldquo;BEMT Co-Investor&rdquo;), which is an affiliate of our sponsor, and Waypoint Enders
Investors, LP (&ldquo;Waypoint&rdquo;) and Waypoint Enders GP, LLC (&ldquo;Waypoint GP&rdquo;), both unaffiliated entities, to
acquire 198 units of a 220-unit multifamily housing community commonly known as &ldquo;Enders Place&rdquo; located at 4248 New
Broad Street, Orlando, Florida 32814 (the &ldquo;Enders Property&rdquo;), from Enders Holdings, LLC, an unaffiliated entity (the
&ldquo;Seller&rdquo;). The Enders Property is owned by Waypoint Enders Owner, LLC, a Delaware limited liability company (the &ldquo;Enders
JV Entity&rdquo;). The material features of the investment in the joint venture, the property acquisition and the acquired property
are described below. The related financings are described under Item 2.03.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 27pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Enders Member JV Entity</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company invested $4,716,846 to acquire
a 95% equity interest in BR Enders Managing Member, LLC (the &ldquo;Enders Member JV Entity&rdquo;) through a wholly-owned subsidiary
of the Company&rsquo;s operating partnership, BEMT Enders, LLC (&ldquo;BEMT Enders&rdquo;). BEMT Co-Investor invested $258,762
to acquire the remaining 5% interest in the Enders Member JV Entity.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">BEMT Co-Investor is the manager of the
Enders Member JV Entity. Under the terms of the operating agreement of the Enders Member JV Entity, major decisions with respect
to the joint venture are made by the majority vote of an appointed management committee, which is controlled by BEMT Enders. These
major decisions include: (i) a merger or sale of all assets; (ii) admission or removal of members and additional equity issuances;
(iii) liquidation, dissolution or termination; (iv) employing individuals; (v) incurring liabilities in excess of $25,000; (vi)
expenses or distributions in excess of $25,000; (vii) entering into material agreements; (viii) acquiring other real property;
(ix) appointing or removing representatives of the Enders Member JV Entity on the management committee of Waypoint Bluerock Enders
JV, LLC (the &ldquo;Waypoint Enders Entity&rdquo;); and (x) the amount and timing of additional capital contributions. If the Company
and BEMT Co-Investor are not able to agree on a major decision or at any time after October 2, 2015, any party may initiate a buy-sell
proceeding. Additionally, any time after October 2, 2015, any party may initiate a proceeding to force the sale to a third party
of the Enders Member JV Entity&rsquo;s interest in the Waypoint Enders Entity, which is the managing member of the Enders JV Entity,
or, in the instance of the non-initiating parties&rsquo; rejection of a sale, cause the non-initiating parties to purchase the
initiating party&rsquo;s interest in the Enders Member JV Entity. The operating agreement contains terms, conditions, representations,
warranties and indemnities that are customary and standard for joint ventures in the real estate industry.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Distributions from the Enders Member JV
Entity to BEMT Enders and BEMT Co-Investor will be made on a pari passu basis in accordance with the member&rsquo;s ownership percentages.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>Waypoint Enders Entity</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Enders Member JV Entity contributed
all of its capital to acquire a 99.9% equity interest in the Waypoint Enders Entity, of which it is the managing member. Waypoint
GP, which is the general partner of Waypoint, owns the remaining 0.1% interest in the Waypoint Enders Entity.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under the terms of the operating agreement
of the Waypoint Enders Entity, major decisions with respect to the joint venture or the Enders Property are made by the majority
vote of an appointed management committee, which is controlled by the Enders Member JV Entity. These major decisions include: (i)
hiring or terminating any property manager or asset manager, subject to Enders Member JV Entity&rsquo;s termination of a property
manager for cause; (ii) approval of operating budgets beginning with the 2014 calendar year and capital budgets beginning with
the 2015 calendar year; (iii) a merger or sale of the Waypoint Enders Entity or its assets; (iv) refinancing or encumbering the
Enders Property; (v) selling the Enders Property after October 2, 2013 or individual condominium units at the Enders Property after
October 2, 2014; (vi) acquiring other real property; (vii) taking any material action with respect to the condominium or owner&rsquo;s
association affecting the Enders Property, including voting as a member of the condominium or association board or collapsing the
condominium; (viii) filing or consenting to bankruptcy; and (ix) making additional capital calls after October 2, 2013, other than
certain pre-approved and protective capital calls, among others (&ldquo;JV Major Decisions&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Further, the Waypoint Enders Entity members
have agreed that the following actions may not be taken without the prior written consent of the other member: (i) admission, withdrawal
or removal of a member or transfer of an interest in a member resulting in a change of control, unless the member remains indirectly
controlled by the member&rsquo;s sponsor; (ii) issuing equity to a third party; (iii) a liquidation, dissolution or termination;
(iv) any additional capital call up to October 2, 2014; (v) the sale of the Enders Property prior to October 2, 2013 or individual
condominium units prior to October 2, 2014; or (vi) material increases from the approved annual operating budget or material changes
in the nature thereof (&ldquo;JV Prohibited Actions&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">To the extent that the Enders Member JV
Entity and Waypoint GP (a) are not able to agree on a JV Major Decision other than a refinancing event after October 2, 2013, or
(b) are not able to agree on a JV Major Decision involving a refinancing event after October 2, 2014, either party may initiate
a buy-sell proceeding. Any exercise of the buy-sell by a member will also trigger a buy-sell proceeding by that member&rsquo;s
affiliate at the Enders JV Entity. Prior to these lockout periods, no action may be taken on any JV Major Decision on which the
members do not unanimously agree. The operating agreement contains terms, conditions, representations, warranties and indemnities
that are customary and standard for joint ventures in the real estate industry.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Pursuant to the provisions of the operating
agreement, distributions are made generally as follows: (i) first, to the Enders Member JV Entity in an amount equal to any special
management incentive fee allocation distributed to the Waypoint Enders Entity from the Enders JV Entity, as described below; (ii)
second, to the members until they have received a return of 18% per annum, compounded quarterly, on any capital contributed by
the members and used by the Waypoint Enders Entity to advance a loan to Waypoint if it fails to make a required capital contribution
to the Enders JV Entity (&ldquo;priority capital&rdquo;); (iii) third, to return undistributed priority capital to the advancing
members; (iv) fourth, to the members until they have received a preferred return equal to the greater of (a) 10% per annum, compounded
quarterly or (b) a member&rsquo;s total capital contributions multiplied by 1.3; (v) fifth, to return undistributed capital to
the respective members; and (vi) the balance, if any, 80% to the members in accordance with their ownership percentages and 20%
to Waypoint GP.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>Enders JV Entity</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Waypoint Enders Entity is the managing
member of the Enders JV Entity, which is a special-purpose entity that holds title to the Enders Property. Under the terms of the
operating agreement of the Enders JV Entity, JV Major Decisions are made by the majority vote of an appointed management committee,
which is controlled by the Waypoint Enders Entity. The members have also agreed that Prohibited Actions may not be taken without
the prior written consent of the other member.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">To the extent that the Waypoint Enders
Entity and Waypoint (a) are not able to agree on a JV Major Decision other than a refinancing event after October 2, 2013, or (b)
are not able to agree on a JV Major Decision involving a refinancing event after October 2, 2014, either party may initiate a buy-sell
proceeding. Any exercise of the buy-sell by a member will also trigger a buy-sell proceeding by that member&rsquo;s affiliate at
the Waypoint Enders Entity. The operating agreement contains terms, conditions, representations, warranties and indemnities that
are customary and standard for joint ventures in the real estate industry.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Pursuant to the provisions of the operating
agreement, distributions are made generally as follows: (i) first, to the Waypoint Enders Entity in an amount equal to any special
management incentive fee allocation as described below; and (iv) second, to the members pari passu in accordance with their ownership
percentages. However, if a member fails to contribute required capital to the Enders JV Entity, the other member has the right
to make a loan to that defaulting member at a rate of 18% per annum, compounded quarterly, with any principal and interest being
paid to the non-defaulting member from the defaulting member&rsquo;s distributions until repaid in full.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>Indirect Ownership Interests in Enders
Property</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As a result of the structure described
above, we hold a 48.4% indirect equity interest, BEMT Co-Investor holds a 2.5% indirect equity interest, and Waypoint Enders GP
holds a .051% indirect equity interest in the Enders Property (50.951% in the aggregate), and Waypoint holds the remaining 49.049%
direct equity interest.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our equity capital investment in the joint
venture was funded with the proceeds of a working capital line of credit advance from BEMT Co-Investor and Bluerock Special Opportunity
+ Income Fund II, LLC (&ldquo;BEMT Co-Investor II&rdquo;), an affiliate of our advisor, to the Company, the terms of which are
described below under Item 2.03.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>The Enders Property</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The aggregate purchase price for the Enders
Property was $25.1 million, plus closing costs. The acquisition was funded with $9,188,000 of gross equity from the Enders JV Entity,
and a $17.5 million senior mortgage loan. The terms of the senior mortgage loan are described below under Item 2.03. The purchase
price for the transaction was determined through negotiations between the Seller and Waypoint Residential, LLC, and its affiliates.
Neither we nor our advisor is affiliated with the Seller and there is no material relationship between the Seller and us or our
affiliates, or any of our directors, officers or their respective associates, other than in respect of this transaction. In evaluating
the Enders Property as a potential investment and determining whether the amount of consideration to be paid was appropriate, a
variety of factors were considered, including overall valuation of net rental income, expected capital expenditures, the community
features and amenities, location, environmental issues, demographics, price per unit and occupancy.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Enders Property is located
in Orlando, Florida and is part of a community development known as &ldquo;Baldwin Park&rdquo;. The property, built in 2003,
is comprised of 220 units, featuring studio, one-, two-, three-, and four-bedroom layouts. The Enders Property
contains approximately 234,600 rentable square feet and the average unit size is 1,185 square feet. As of September 21, 2012,
the Enders Property had an average rent of $1,400 per unit and was 94% occupied. The community has access to all Baldwin Park
amenities, including pools, fitness centers, community gathering rooms and playgrounds. The Enders Entity JV owns 198 units
of the 220 units.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Enders Property is subject to two separate
condominium associations, the Enders Place at Baldwin Park Condominium Association, which is specific to the condominium units
and common areas of the Enders Property (the &ldquo;Enders Condo Association&rdquo;), and the Baldwin Park Residential Owners Association,
which governs the larger Baldwin Park community development of which the Enders Property is a part. The Enders Entity JV will control
the Enders Condo Association.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our advisor believes that the Enders Property
is well located, has acceptable roadway access, is well-maintained and adequately insured, and has been professionally managed.
We do not intend to make significant repairs or improvements to the Enders Property over the next few years.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Bridge Real Estate Group, LLC d/b/a Waypoint
Management (the &ldquo;Property Manager&rdquo;) will be responsible for providing day-to-day property management services to the
Enders Property. It will receive a management fee of 3.3675% of monthly gross receipts generated by the Enders Property. If, at
the end of each calendar quarter, the last three months&rsquo; actual controllable net operating income exceeds budgeted guidelines
for such previous three-month period, the Property Manager will receive an additional incentive fee equal to 0.3825% of the monthly
gross receipts generated by the Enders Property during such 3-month period. If incentive fee is not payable to the Property Manager,
it will be allocated and distributed to the Waypoint Enders Entity and then further distributed to the Enders Member JV Entity
as a special management incentive fee allocation. The management agreement has a 1-year term commencing October 2, 2012, and provides
for automatic annual extensions unless terminated.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>



<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 15%; font-size: 10pt; font-weight: bold">ITEM 2.03</TD>
    <TD STYLE="width: 85%; font-size: 10pt; font-weight: bold; text-align: justify">CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF BALANCE SHEET ARRANGEMENT OF REGISTRANT</TD></TR>
</TABLE>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Senior Financing and Guaranty Obligations related to the
Enders Property</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The acquisition of the Enders Property
was funded with $9,188,000 of gross equity from the Enders JV Entity, and a $17.5 million senior mortgage loan made by Jones Lang
LaSalle Operations, L.L.C. and subsequently assigned to Freddie Mac (the &ldquo;Enders Senior Loan&rdquo;), which Enders Senior
Loan is secured by the Enders Property. The Enders Senior Loan has a 10-year term, maturing on November 1, 2022. The effective
interest rate on the loan is fixed at 3.97% per annum, with interest-only payments for the first two years and fixed monthly payments
of approximately $83,245 based on a 30-year amortization schedule thereafter.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">After the expiration of the yield maintenance
period on May 1, 2022, a prepayment premium equal to a maximum of 1% of the principal balance would be due if the Enders Senior
Loan were prepaid. Beginning August 1, 2022, the Enders Senior Loan can be prepaid without penalty.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In conjunction with the closing of the Enders Senior Loan, BEMT
Co-Investor and Robert C. Rohdie (&ldquo;Rohdie&rdquo;) guaranteed liabilities of the Enders JV Entity under the Enders Senior
Loan, including environmental indemnities, in the instance of certain non-recourse carveout events (each, a &ldquo;Mortgage Guaranty&rdquo;).
The Enders Member JV Entity agreed to indemnify Rohdie, and Waypoint and Waypoint GP and their employees, agents, representatives,
officers and members (other than Rohdie), and any person, other than the Enders Member JV Entity or any affiliate thereof, acquiring
a membership interest in the Waypoint Enders Entity, from certain losses arising under Rohdie&rsquo;s Mortgage Guaranty caused
by the Enders Member JV Entity or one of its affiliates, and to share any jointly-caused and no-fault losses with Waypoint and
Waypoint GP in accordance with their respective ownership percentages. Additionally, the Company agreed to indemnify the Enders
JV Entity against any losses incurred in connection with its execution and delivery of certain indemnity letters to the Seller
and HSH Nordbank, AG and to Jones Lang LaSalle Americas, Inc. in connection with the Rule 3-14 audit of the financial statements
of the Enders Property.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Affiliate Working Capital Line of Credit</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On October 2, 2012, the Company entered
into a working capital line of credit provided by BEMT Co-Investor and Bluerock Special Opportunity + Income Fund II, LLC, pursuant
to which it may borrow up to $12.5 million (the &ldquo;BEMT Co-Investor LOC&rdquo;), pursuant to which it made an initial draw
of $4.8 million. The BEMT Co-Investor LOC has a 6-month term. The maturity date is April 2, 2013, and may be prepaid without penalty.
It bears interest compounding monthly at a rate of 30-day LIBOR + 6.00%, subject to a minimum rate of 7.50%, annualized for three
months, and thereafter bears interest compounding monthly at a rate of 30-day LIBOR + 6.00%, subject to a minimum rate of 8.50%
for the remainder of the term. Interest on the BEMT Co-Investor LOC will be paid on a current basis from cash flow distributed
to the Company from its real estate assets. The BEMT Co-Investor LOC is secured by a pledge of the Company&rsquo;s unencumbered
real estate assets, including those of its wholly owned subsidiaries. In accordance with the requirements of the Company&rsquo;s
charter, the BEMT Co-Investor LOC was reviewed and approved by a majority of the board of directors (including a majority of the
independent directors) as being fair, competitive, and commercially reasonable and no less favorable to the Company than loans
between unaffiliated parties under the same circumstances. Furthermore, due to the unique investment opportunity presented by the
Enders Property, including the accretive impact of the acquisition, the board of directors expressly considered and approved leverage
in excess of our general charter-imposed limitations in connection with entering into the BEMT Co-Investor LOC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 15%; font-size: 10pt; font-weight: bold">ITEM 9.01</TD>
    <TD STYLE="width: 85%; font-size: 10pt; font-weight: bold">FINANCIAL STATEMENTS AND EXHIBITS</TD></TR>
</TABLE>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0pt"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in; text-align: left">(a)</TD><TD STYLE="text-align: justify">Financial Statements of Real Estate Acquired.</TD>
</TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Since it is impracticable to provide the
required financial statements for the acquired real property described in Item 2.01 at the time of this filing and no financials
(audited or unaudited) are available at this time, we hereby confirm that we intend to file the required financial statements on
or before December 17, 2012, by amendment to this Form 8-K.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 72px; font-size: 10pt; text-align: center">(b) </TD>
    <TD STYLE="font-size: 10pt; text-align: justify">Pro Forma Financial Information. See paragraph (a) above.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">SIGNATURES</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%">&nbsp;</TD>
    <TD STYLE="width: 50%">BLUEROCK ENHANCED MULTIFAMILY TRUST, INC.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>DATE: October 9, 2012</TD>
    <TD STYLE="border-bottom: Black 1pt solid">&nbsp;/s/ R. Ramin Kamfar</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>R. Ramin Kamfar</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>Chief Executive Officer and Chairman of the Board</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>(Principal Executive Officer)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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[{"type": "8-K", "sequence": "1", "filename": "v325362_8k.htm", "description": "8-K", "secsgml_size_bytes": 41807}]
{"company-data": {"conformed-name": "Bluerock Enhanced Multifamily Trust, Inc.", "cik": "0001442626", "assigned-sic": "6798", "irs-number": "000000000", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-153135", "film-number": "121135719"}, "business-address": {"street1": "680 5TH AVENUE, 16TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "(212) 843-1601"}, "mail-address": {"street1": "680 5TH AVENUE, 16TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": [{"former-conformed-name": "Bluerock Enhanced Multifamily REIT, Inc.", "date-changed": "20081028"}, {"former-conformed-name": "Bluerock Enhanced Residential REIT, Inc.", "date-changed": "20080811"}]}
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(
d
) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 2, 2012
Bluerock
    Enhanced Multifamily Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
333-153135
26-3136483
(State or other jurisdiction of incorporation
or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
Heron Tower, 70 East 55th Street, 9th
Floor
New York, NY 10022
(Address of principal executive offices)
(212) 843-1601
(Registrant's telephone number, including
area code)
None
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01
ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
The information in this Report set forth
under Items 2.01 and 2.03 is incorporated herein by reference.
ITEM 2.01
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The disclosure below describes our recent
joint venture investment in Enders Place. All figures provided below are approximate.
On October 2, 2012, through a wholly-owned
subsidiary of our operating partnership, we completed an investment in a multi-tiered joint venture along with Bluerock Special
Opportunity + Income Fund III, LLC ("BEMT Co-Investor"), which is an affiliate of our sponsor, and Waypoint Enders
Investors, LP ("Waypoint") and Waypoint Enders GP, LLC ("Waypoint GP"), both unaffiliated entities, to
acquire 198 units of a 220-unit multifamily housing community commonly known as "Enders Place" located at 4248 New
Broad Street, Orlando, Florida 32814 (the "Enders Property"), from Enders Holdings, LLC, an unaffiliated entity (the
"Seller"). The Enders Property is owned by Waypoint Enders Owner, LLC, a Delaware limited liability company (the "Enders
JV Entity"). The material features of the investment in the joint venture, the property acquisition and the acquired property
are described below. The related financings are described under Item 2.03.
Enders Member JV Entity
The Company invested $4,716,846 to acquire
a 95% equity interest in BR Enders Managing Member, LLC (the "Enders Member JV Entity") through a wholly-owned subsidiary
of the Company's operating partnership, BEMT Enders, LLC ("BEMT Enders"). BEMT Co-Investor invested $258,762
to acquire the remaining 5% interest in the Enders Member JV Entity.
BEMT Co-Investor is the manager of the
Enders Member JV Entity. Under the terms of the operating agreement of the Enders Member JV Entity, major decisions with respect
to the joint venture are made by the majority vote of an appointed management committee, which is controlled by BEMT Enders. These
major decisions include: (i) a merger or sale of all assets; (ii) admission or removal of members and additional equity issuances;
(iii) liquidation, dissolution or termination; (iv) employing individuals; (v) incurring liabilities in excess of $25,000; (vi)
expenses or distributions in excess of $25,000; (vii) entering into material agreements; (viii) acquiring other real property;
(ix) appointing or removing representatives of the Enders Member JV Entity on the management committee of Waypoint Bluerock Enders
JV, LLC (the "Waypoint Enders Entity"); and (x) the amount and timing of additional capital contributions. If the Company
and BEMT Co-Investor are not able to agree on a major decision or at any time after October 2, 2015, any party may initiate a buy-sell
proceeding. Additionally, any time after October 2, 2015, any party may initiate a proceeding to force the sale to a third party
of the Enders Member JV Entity's interest in the Waypoint Enders Entity, which is the managing member of the Enders JV Entity,
or, in the instance of the non-initiating parties' rejection of a sale, cause the non-initiating parties to purchase the
initiating party's interest in the Enders Member JV Entity. The operating agreement contains terms, conditions, representations,
warranties and indemnities that are customary and standard for joint ventures in the real estate industry.
Distributions from the Enders Member JV
Entity to BEMT Enders and BEMT Co-Investor will be made on a pari passu basis in accordance with the member's ownership percentages.
Waypoint Enders Entity
The Enders Member JV Entity contributed
all of its capital to acquire a 99.9% equity interest in the Waypoint Enders Entity, of which it is the managing member. Waypoint
GP, which is the general partner of Waypoint, owns the remaining 0.1% interest in the Waypoint Enders Entity.
2
Under the terms of the operating agreement
of the Waypoint Enders Entity, major decisions with respect to the joint venture or the Enders Property are made by the majority
vote of an appointed management committee, which is controlled by the Enders Member JV Entity. These major decisions include: (i)
hiring or terminating any property manager or asset manager, subject to Enders Member JV Entity's termination of a property
manager for cause; (ii) approval of operating budgets beginning with the 2014 calendar year and capital budgets beginning with
the 2015 calendar year; (iii) a merger or sale of the Waypoint Enders Entity or its assets; (iv) refinancing or encumbering the
Enders Property; (v) selling the Enders Property after October 2, 2013 or individual condominium units at the Enders Property after
October 2, 2014; (vi) acquiring other real property; (vii) taking any material action with respect to the condominium or owner's
association affecting the Enders Property, including voting as a member of the condominium or association board or collapsing the
condominium; (viii) filing or consenting to bankruptcy; and (ix) making additional capital calls after October 2, 2013, other than
certain pre-approved and protective capital calls, among others ("JV Major Decisions").
Further, the Waypoint Enders Entity members
have agreed that the following actions may not be taken without the prior written consent of the other member: (i) admission, withdrawal
or removal of a member or transfer of an interest in a member resulting in a change of control, unless the member remains indirectly
controlled by the member's sponsor; (ii) issuing equity to a third party; (iii) a liquidation, dissolution or termination;
(iv) any additional capital call up to October 2, 2014; (v) the sale of the Enders Property prior to October 2, 2013 or individual
condominium units prior to October 2, 2014; or (vi) material increases from the approved annual operating budget or material changes
in the nature thereof ("JV Prohibited Actions").
To the extent that the Enders Member JV
Entity and Waypoint GP (a) are not able to agree on a JV Major Decision other than a refinancing event after October 2, 2013, or
(b) are not able to agree on a JV Major Decision involving a refinancing event after October 2, 2014, either party may initiate
a buy-sell proceeding. Any exercise of the buy-sell by a member will also trigger a buy-sell proceeding by that member's
affiliate at the Enders JV Entity. Prior to these lockout periods, no action may be taken on any JV Major Decision on which the
members do not unanimously agree. The operating agreement contains terms, conditions, representations, warranties and indemnities
that are customary and standard for joint ventures in the real estate industry.
Pursuant to the provisions of the operating
agreement, distributions are made generally as follows: (i) first, to the Enders Member JV Entity in an amount equal to any special
management incentive fee allocation distributed to the Waypoint Enders Entity from the Enders JV Entity, as described below; (ii)
second, to the members until they have received a return of 18% per annum, compounded quarterly, on any capital contributed by
the members and used by the Waypoint Enders Entity to advance a loan to Waypoint if it fails to make a required capital contribution
to the Enders JV Entity ("priority capital"); (iii) third, to return undistributed priority capital to the advancing
members; (iv) fourth, to the members until they have received a preferred return equal to the greater of (a) 10% per annum, compounded
quarterly or (b) a member's total capital contributions multiplied by 1.3; (v) fifth, to return undistributed capital to
the respective members; and (vi) the balance, if any, 80% to the members in accordance with their ownership percentages and 20%
to Waypoint GP.
Enders JV Entity
The Waypoint Enders Entity is the managing
member of the Enders JV Entity, which is a special-purpose entity that holds title to the Enders Property. Under the terms of the
operating agreement of the Enders JV Entity, JV Major Decisions are made by the majority vote of an appointed management committee,
which is controlled by the Waypoint Enders Entity. The members have also agreed that Prohibited Actions may not be taken without
the prior written consent of the other member.
To the extent that the Waypoint Enders
Entity and Waypoint (a) are not able to agree on a JV Major Decision other than a refinancing event after October 2, 2013, or (b)
are not able to agree on a JV Major Decision involving a refinancing event after October 2, 2014, either party may initiate a buy-sell
proceeding. Any exercise of the buy-sell by a member will also trigger a buy-sell proceeding by that member's affiliate at
the Waypoint Enders Entity. The operating agreement contains terms, conditions, representations, warranties and indemnities that
are customary and standard for joint ventures in the real estate industry.
3
Pursuant to the provisions of the operating
agreement, distributions are made generally as follows: (i) first, to the Waypoint Enders Entity in an amount equal to any special
management incentive fee allocation as described below; and (iv) second, to the members pari passu in accordance with their ownership
percentages. However, if a member fails to contribute required capital to the Enders JV Entity, the other member has the right
to make a loan to that defaulting member at a rate of 18% per annum, compounded quarterly, with any principal and interest being
paid to the non-defaulting member from the defaulting member's distributions until repaid in full.
Indirect Ownership Interests in Enders
Property
As a result of the structure described
above, we hold a 48.4% indirect equity interest, BEMT Co-Investor holds a 2.5% indirect equity interest, and Waypoint Enders GP
holds a .051% indirect equity interest in the Enders Property (50.951% in the aggregate), and Waypoint holds the remaining 49.049%
direct equity interest.
Our equity capital investment in the joint
venture was funded with the proceeds of a working capital line of credit advance from BEMT Co-Investor and Bluerock Special Opportunity
+ Income Fund II, LLC ("BEMT Co-Investor II"), an affiliate of our advisor, to the Company, the terms of which are
described below under Item 2.03.
The Enders Property
The aggregate purchase price for the Enders
Property was $25.1 million, plus closing costs. The acquisition was funded with $9,188,000 of gross equity from the Enders JV Entity,
and a $17.5 million senior mortgage loan. The terms of the senior mortgage loan are described below under Item 2.03. The purchase
price for the transaction was determined through negotiations between the Seller and Waypoint Residential, LLC, and its affiliates.
Neither we nor our advisor is affiliated with the Seller and there is no material relationship between the Seller and us or our
affiliates, or any of our directors, officers or their respective associates, other than in respect of this transaction. In evaluating
the Enders Property as a potential investment and determining whether the amount of consideration to be paid was appropriate, a
variety of factors were considered, including overall valuation of net rental income, expected capital expenditures, the community
features and amenities, location, environmental issues, demographics, price per unit and occupancy.
The Enders Property is located
in Orlando, Florida and is part of a community development known as "Baldwin Park". The property, built in 2003,
is comprised of 220 units, featuring studio, one-, two-, three-, and four-bedroom layouts. The Enders Property
contains approximately 234,600 rentable square feet and the average unit size is 1,185 square feet. As of September 21, 2012,
the Enders Property had an average rent of $1,400 per unit and was 94% occupied. The community has access to all Baldwin Park
amenities, including pools, fitness centers, community gathering rooms and playgrounds. The Enders Entity JV owns 198 units
of the 220 units.
The Enders Property is subject to two separate
condominium associations, the Enders Place at Baldwin Park Condominium Association, which is specific to the condominium units
and common areas of the Enders Property (the "Enders Condo Association"), and the Baldwin Park Residential Owners Association,
which governs the larger Baldwin Park community development of which the Enders Property is a part. The Enders Entity JV will control
the Enders Condo Association.
Our advisor believes that the Enders Property
is well located, has acceptable roadway access, is well-maintained and adequately insured, and has been professionally managed.
We do not intend to make significant repairs or improvements to the Enders Property over the next few years.
Bridge Real Estate Group, LLC d/b/a Waypoint
Management (the "Property Manager") will be responsible for providing day-to-day property management services to the
Enders Property. It will receive a management fee of 3.3675% of monthly gross receipts generated by the Enders Property. If, at
the end of each calendar quarter, the last three months' actual controllable net operating income exceeds budgeted guidelines
for such previous three-month period, the Property Manager will receive an additional incentive fee equal to 0.3825% of the monthly
gross receipts generated by the Enders Property during such 3-month period. If incentive fee is not payable to the Property Manager,
it will be allocated and distributed to the Waypoint Enders Entity and then further distributed to the Enders Member JV Entity
as a special management incentive fee allocation. The management agreement has a 1-year term commencing October 2, 2012, and provides
for automatic annual extensions unless terminated.
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ITEM 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF BALANCE SHEET ARRANGEMENT OF REGISTRANT
Senior Financing and Guaranty Obligations related to the
Enders Property
The acquisition of the Enders Property
was funded with $9,188,000 of gross equity from the Enders JV Entity, and a $17.5 million senior mortgage loan made by Jones Lang
LaSalle Operations, L.L.C. and subsequently assigned to Freddie Mac (the "Enders Senior Loan"), which Enders Senior
Loan is secured by the Enders Property. The Enders Senior Loan has a 10-year term, maturing on November 1, 2022. The effective
interest rate on the loan is fixed at 3.97% per annum, with interest-only payments for the first two years and fixed monthly payments
of approximately $83,245 based on a 30-year amortization schedule thereafter.
After the expiration of the yield maintenance
period on May 1, 2022, a prepayment premium equal to a maximum of 1% of the principal balance would be due if the Enders Senior
Loan were prepaid. Beginning August 1, 2022, the Enders Senior Loan can be prepaid without penalty.
In conjunction with the closing of the Enders Senior Loan, BEMT
Co-Investor and Robert C. Rohdie ("Rohdie") guaranteed liabilities of the Enders JV Entity under the Enders Senior
Loan, including environmental indemnities, in the instance of certain non-recourse carveout events (each, a "Mortgage Guaranty").
The Enders Member JV Entity agreed to indemnify Rohdie, and Waypoint and Waypoint GP and their employees, agents, representatives,
officers and members (other than Rohdie), and any person, other than the Enders Member JV Entity or any affiliate thereof, acquiring
a membership interest in the Waypoint Enders Entity, from certain losses arising under Rohdie's Mortgage Guaranty caused
by the Enders Member JV Entity or one of its affiliates, and to share any jointly-caused and no-fault losses with Waypoint and
Waypoint GP in accordance with their respective ownership percentages. Additionally, the Company agreed to indemnify the Enders
JV Entity against any losses incurred in connection with its execution and delivery of certain indemnity letters to the Seller
and HSH Nordbank, AG and to Jones Lang LaSalle Americas, Inc. in connection with the Rule 3-14 audit of the financial statements
of the Enders Property.
Affiliate Working Capital Line of Credit
On October 2, 2012, the Company entered
into a working capital line of credit provided by BEMT Co-Investor and Bluerock Special Opportunity + Income Fund II, LLC, pursuant
to which it may borrow up to $12.5 million (the "BEMT Co-Investor LOC"), pursuant to which it made an initial draw
of $4.8 million. The BEMT Co-Investor LOC has a 6-month term. The maturity date is April 2, 2013, and may be prepaid without penalty.
It bears interest compounding monthly at a rate of 30-day LIBOR + 6.00%, subject to a minimum rate of 7.50%, annualized for three
months, and thereafter bears interest compounding monthly at a rate of 30-day LIBOR + 6.00%, subject to a minimum rate of 8.50%
for the remainder of the term. Interest on the BEMT Co-Investor LOC will be paid on a current basis from cash flow distributed
to the Company from its real estate assets. The BEMT Co-Investor LOC is secured by a pledge of the Company's unencumbered
real estate assets, including those of its wholly owned subsidiaries. In accordance with the requirements of the Company's
charter, the BEMT Co-Investor LOC was reviewed and approved by a majority of the board of directors (including a majority of the
independent directors) as being fair, competitive, and commercially reasonable and no less favorable to the Company than loans
between unaffiliated parties under the same circumstances. Furthermore, due to the unique investment opportunity presented by the
Enders Property, including the accretive impact of the acquisition, the board of directors expressly considered and approved leverage
in excess of our general charter-imposed limitations in connection with entering into the BEMT Co-Investor LOC.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial Statements of Real Estate Acquired.
Since it is impracticable to provide the
required financial statements for the acquired real property described in Item 2.01 at the time of this filing and no financials
(audited or unaudited) are available at this time, we hereby confirm that we intend to file the required financial statements on
or before December 17, 2012, by amendment to this Form 8-K.
(b)
Pro Forma Financial Information. See paragraph (a) above.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BLUEROCK ENHANCED MULTIFAMILY TRUST, INC.
DATE: October 9, 2012
/s/ R. Ramin Kamfar
R. Ramin Kamfar
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
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