UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 13, 2015
REVEN HOUSING REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-54165 | 84-1306078 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
|
7911 Herschel Avenue, Suite 201 La Jolla, CA 92037 |
| (Address of principal executive offices) |
| (858) 459-4000 |
| (Registrant’s telephone number, including area code) |
| Not applicable |
| (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 obligations of the registrant under any of the following provisions.
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
Jacksonville 50 (Florida)
On March 13, 2015, Reven Housing REIT, Inc. (the “Company”), through a wholly-owned subsidiary, closed on the acquisition of 50 properties located in the Jacksonville, Florida metropolitan area, pursuant to that Single Family Homes Real Estate Purchase and Sale Agreement dated January 30, 2015 (the “Jacksonville 50 Agreement”) between Reven Housing Florida, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, and ADCIP, LLC, a Delaware limited liability company, ADCIP II, LLC, a Delaware limited liability company, APICDA, LLC, a Delaware limited liability company, BPICDA, LLC, a Delaware limited liability company, CPICDA, LLC, a Delaware limited liability company, DPICDA, LLC, a Delaware limited liability company, EPICDA, LLC, a Delaware limited liability company, FPICDA, LLC, a Delaware limited liability company (collectively, the “Jacksonville 50 Sellers”). The 50 acquired properties are part of a portfolio of 62 single-family homes subject to the Jacksonville 50 Agreement, of which the Company decided to acquire 50 only properties. The Jacksonville 50 Sellers do not have a material relationship with the Company and the acquisition was not an affiliated transaction.
Prior to the closing, Reven Housing Florida, LLC assigned its interests under the Jacksonville 50 Agreement to Reven Housing Florida 2, LLC, a newly formed Delaware limited liability company and a wholly-owned subsidiary of the Company. The 50 properties were acquired and are held by Reven Housing Florida 2, LLC.
The contract purchase price for the 50 acquired properties was approximately $3,326,853, exclusive of closing costs. The Company partially funded the purchase price by way of a loan from Silvergate Bank, of La Jolla, California, in the amount of $3,526,985. The 50 acquired properties average 1,315 square feet and are mostly three-bedroom, one and a half bath homes. All of the acquired properties are subject to one-year leases.
Item 9.01 Financial Statements and Exhibits .
(d) Exhibits.
The following exhibits are filed with this report:
| Exhibit 10.1 | Assignment and Assumption of Single Family Homes Real Estate Purchase and Sale Agreement dated March 13, 2015 by and between Reven Housing Florida, LLC and Reven Housing Florida 2, LLC |
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.
| REVEN HOUSING REIT, INC. | |
| Dated: March 16, 2015 | /s/ Chad M. Carpenter |
| Chad M. Carpenter, | |
| Chief Executive Officer |
Exhibit 10.1
ASSIGNMENT AND ASSUMPTION OF SINGLE FAMILY HOMES REAL ESTATE
PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this “ Assignment ”) is made and entered into as of March 13, 2015 (the “ Effective Date ”), by and between REVEN HOUSING FLORIDA, LLC, a Delaware limited liability company (“ Assignor ”), and REVEN HOUSING FLORIDA 2, LLC, a Delaware limited liability company (“ Assignee ”).
RECITALS
A. ADCIP, LLC, a Delaware limited liability company, ADCIP II, LLC, a Delaware limited liability company, APICDA, LLC, a Delaware limited liability company, BPICDA, LLC, a Delaware limited liability company, CPICDA, LLC, a Delaware limited liability company, DPICDA, LLC, a Delaware limited liability company, EPICDA, LLC, a Delaware limited liability company and FPICDA, a Delaware limited liability company, (collectively, the “ Sellers ”), and Assignor (the “ Buyer ”), entered into that certain Single Family Homes Real Estate Purchase and Sale Agreement, dated as of January 30, 2015 (as amended from time to time, the “ Agreement ”), governing the purchase and sale of certain single family homes in the State of Florida. Terms capitalized and not otherwise defined in this Assignment shall have the meanings ascribed to them in the Agreement;
B. Assignor may assign its right, title and interest in and to the Agreement to an affiliate, without Seller’s consent, pursuant to Section 22(g) of the Agreement. Assignee is an affiliate of Assignor as defined in the Agreement; and
C. Assignor and Assignee desire to evidence the assignment of all of Assignor’s right, title and interest in and to the Agreement to Assignee, and the assumption by Assignee of the obligations of Assignor under the Agreement.
AGREEMENT
NOW, THEREFORE, in reliance on the preceding recitals, and in consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Assignment
Assignor hereby transfers, assigns and conveys, without recourse, representation or warranty, express or implied (except as expressly provided in Section 3 below), all of Assignor’s rights, interests, liabilities and obligations in and to the Property, and all of Assignor’s rights, interests, liabilities and obligations under the Agreement (and related documents) to acquire same to Assignee, including, without limitation, all of its right, title and interest in and to all deposits made pursuant to the Agreement and any and all interest earned thereon.
2. Assumption
Assignee hereby assumes all such rights, interests, liabilities and obligations, and joins in all representations, warranties, releases, and indemnities, of Assignor under the Agreement (and related documents) relating to such Property and the Agreement (and related documents) assigned to it above. Notwithstanding the preceding, Assignor agrees that Assignor will not be released from any liabilities or obligations arising under the Agreement.
3. Representations and Warranties
Notwithstanding anything stated to the contrary contained in Section 1 of this Assignment, Assignor hereby represents and warrants to Assignee that it is the owner of all of the right, title and interest of the Buyer under the Agreement and that it has not previously assigned any of its right, title or interest in and to the Agreement.
4. Release Under Agreement . Upon consummation of the transactions contemplated by the Agreement, Assignor shall be automatically released from its obligations under the Agreement.
5. Miscellaneous
i. Time is of the essence with respect to the terms of this Assignment.
ii. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An electronically transmitted counterpart of this Assignment shall constitute an original for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first above written.
| ASSIGNOR : | ||
| REVEN HOUSING FLORIDA, LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Chad Carpenter | |
| Chad Carpenter | ||
| Chief Executive Officer | ||
| ASSIGNEE : | ||
| REVEN HOUSING FLORIDA 2, LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Chad Carpenter | |
| Chad Carpenter | ||
| Chief Executive Officer | ||