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): February 17, 2017

 

 

 

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)

 

875 Prospect Street, Suite 304

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.

 

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 a Material Definitive Agreement.

 

Birmingham 72 Purchase and Sale Agreement

 

On December 9, 2016, Reven Housing REIT, Inc. (the “Company”) entered into a Single Family Homes Real Estate Purchase and Sale Agreement (the “Birmingham 72 Agreement”) with Easy Rentals, LLC, an Alabama limited liability company (“Easy Rentals”), for the Company’s purchase of a portfolio of up to 72 single-family homes located in the Birmingham, Alabama, metropolitan area from Easy Rentals. The Birmingham 72 Agreement was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2016.

 

On February 17, 2017, the Company and Easy Rentals entered into an amendment to the Birmingham 72 Agreement, pursuant to which the parties amended the Birmingham 72 Agreement to extend the closing date and the Company’s due diligence period to no later than March 6, 2017.

 

The foregoing description of the amendment to the Birmingham 72 Agreement is qualified in its entirety by reference to the full text of the amendment, which is attached hereto as Exhibit 10.1.

 

Atlanta 50 Purchase and Sale Agreement

 

On December 7, 2016, the Company entered into a Single Family Homes Real Estate Purchase and Sale Agreement (the “Atlanta 50 Agreement”) with Golden Alliance Management, LLC, a Georgia limited liability company (“Golden Alliance”), for the Company’s purchase of a portfolio of up to 50 single-family homes located in the Atlanta, Georgia, metropolitan area from Golden Alliance. The Atlanta 50 Agreement was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2016.

 

On February 17, 2017, the Company and Golden Alliance entered into an amendment to the Atlanta 50 Agreement, pursuant to which the parties amended the Atlanta 50 Agreement to exclude 10 homes from the portfolio to be purchased and to require that Golden Alliance conduct certain repairs on the remaining 40 homes, at its expense, prior to the closing date.

 

The foregoing description of the amendment to the Atlanta 50 Agreement is qualified in its entirety by reference to the full text of the amendment, which is attached hereto as Exhibit 10.2.

 

Item 9.01 Financial Statements and Exhibits .

 

(d) Exhibits.

 

       The following exhibits are filed with this report:
   
10.1

Amendment dated February 17, 2017 to Single Family Homes Real Estate Purchase and Sale Agreement (Birmingham 72) dated December 9, 2016

10.2

Amendment dated February 17, 2017 to Single Family Homes Real Estate Purchase and Sale Agreement (Atlanta 50) dated December 7, 2016

 

 

 

 

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: February 22, 2017   /s/  Chad M. Carpenter
    Chad M. Carpenter,
    Chief Executive Officer

 

 

 

Exhibit 10.1

 

AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT

  

THIS AMENDMENT TOREAL ESTATE PURCHASE AND SALE AGREEMENT (this “ Amendment ”) is made and entered into as of February 17, 2017, by and between EASY RENTALS, LLC, an Alabama limited liability company (“ Seller ”), and REVEN HOUSING REIT, INC., a Maryland corporation (“ Buyer ”).

 

RECITALS:

 

WHEREAS, Seller and Buyer entered into that certain Real Estate Purchase and Sale Agreement December 9, 2016 (the “ Contract ”), pursuant to which Seller agreed to sell to Buyer certain real property consisting of 72 single family homes, including townhomes, in the State of Alabama, as more particularly described in the Contract, together with all of the improvements and structures located thereon, any heating and ventilating systems and other fixtures located therein or thereon, and all rights, interests, benefits, privileges, easements and appurtenances to the land and the Improvements, if any (collectively, the “ Premises ”);

 

WHEREAS, Seller and Buyer acknowledge that Buyer received all the Property Information (as defined in the Contract) on January 6, 2017 and that the Due Diligence Period (as defined in the Contract) is scheduled to expire on February 20, 2017;

 

WHEREAS, Buyer has requested to extend the Due Diligence Period for a period of fourteen (14) additional days, pursuant to Section 8(a) of the Contract; and

 

WHEREAS, Seller and Buyer desire to amend the Contract in certain respects, all as more particularly described hereinbelow.

 

AGREEMENT:

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Contract, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, Seller and Buyer hereby agree as follows:

 

1.        The Contract is hereby amended to provide that the Due Diligence Period shall expire on March 6, 2017.

 

2.       All capitalized terms found in the Contract shall have the same meaning when used in this Amendment. This Amendment may be executed by facsimile or electronic signatures, which for all purposes shall be deemed to constitute originals. In addition, this Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

 

3.       Except as amended hereby, all terms and provisions of the Contract are and remain in full force and effect as therein written and are reinstated, ratified, and/or confirmed if and to the extent required to affirm the continuing validity of the Contract.

 

4.       In the event of a conflict between the terms of this Amendment and those of the Contract, the terms of this Amendment shall govern and control.

 

 

 

 

  SELLER  
     
  EASY RENTALS, LLC,  
  An Alabama limited liability company  
       
       
  By:   /s/ Gordon Morton                           
    Gordon Morton, Manager  
       
       
  B UYER  
       
  REVEN HOUSING REIT, INC.  
  a Maryland corporation  
       
       
  By:    /s/ Chad Carpenter                          
    Chad Carpenter  
    Chief Executive Officer  

 

 

 

Exhibit 10.2

 

AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT

 

THIS AMENDMENT TOREAL ESTATE PURCHASE AND SALE AGREEMENT (this “ Amendment ”) is made and entered into as of February 17, 2017, by and between GOLDEN ALLIANCE MANAGEMENT, LLC, a Georgia limited liability company (“ Seller ”), and REVEN HOUSING REIT, INC., a Maryland corporation (“ Buyer ”).

 

RECITALS:

 

WHEREAS, Seller and Buyer entered into that certain Real Estate Purchase and Sale Agreement December 7, 2016 (the “ Contract ”), pursuant to which Seller agreed to sell to Buyer certain real property consisting of 50 single family homes, including townhomes, in the State of Georgia, as more particularly described in the Contract, together with all of the improvements and structures located thereon, any heating and ventilating systems and other fixtures located therein or thereon, and all rights, interests, benefits, privileges, easements and appurtenances to the land and the Improvements, if any (collectively, the “ Premises ”); and

 

WHEREAS, Seller and Buyer desire to amend the Contract in certain respects, all as more particularly described hereinbelow.

 

AGREEMENT:

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Contract, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, Seller and Buyer hereby agree as follows:

 

1.        Seller and Buyer hereby stipulate and agree that ten (10) of the single family homes comprising the Premises are being excluded from the transaction contemplated under the Contract. Section 1 of the Contact is hereby amended to provide that the Premises shall mean those certain 40 single family homes, including townhomes, in the State of Georgia, which are identified and generally described on Exhibit A attached to this Amendment, together with all of the Improvements (as defined in the Contract), any heating and ventilating systems and other fixtures located therein or thereon, and all rights, interests, benefits, privileges, easements and appurtenances to the land and the Improvements, if any. Exhibit A attached to the Contract is hereby deleted in its entirety and replace with Exhibit A attached hereto.

 

2.       As a condition to Buyer’s obligation to close the transaction contemplated under the Contract, Seller, at its sole cost and expense, shall cause those certain repairs and other work described on Exhibit B attached hereto (the “ Seller Work ”) to be completed to the satisfaction of Buyer. Notwithstanding anything contained in the Contract to the contrary, if Seller fails to complete all of the Seller Work by the Closing Date (as defined in the Contract), Buyer shall have the right to extend the Closing Date for an additional period of fifteen (15) days by delivering written notice to Seller on or before the initial Closing Date in order to allow Seller more time to complete the Seller Work. Further notwithstanding anything contained in the Contract to the contrary, if Seller fails to complete the Seller Work by the Closing Date, as may be extended in accordance with this Amendment, Buyer shall have the right to terminate the Contract, in which event the Deposit (as defined in the Contract) shall be returned to Buyer and neither party shall have any further rights or obligations under the Contract, except for any obligations that expressly survive the termination thereof. Seller and Buyer hereby acknowledge that any costs or other amounts set forth on Exhibit B are estimates of the cost of Seller Work, and that Seller shall be responsible for all costs necessary to complete Seller Work.

 

 

 

 

3.       Seller and Buyer hereby acknowledge and agree that the Due Diligence Period is expired and that Buyer has no further right to receive a refund of the Deposit pursuant to Section 7(b) of the Contract.

 

4.       All capitalized terms found in the Contract shall have the same meaning when used in this Amendment. This Amendment may be executed by facsimile or electronic signatures, which for all purposes shall be deemed to constitute originals. In addition, this Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

 

5.       Except as amended hereby, all terms and provisions of the Contract are and remain in full force and effect as therein written and are reinstated, ratified, and/or confirmed if and to the extent required to affirm the continuing validity of the Contract.

 

6.       In the event of a conflict between the terms of this Amendment and those of the Contract, the terms of this Amendment shall govern and control.

 

  SELLER  
       
  GOLDEN ALLIANCE MANAGEMENT, LLC,
  a Georgia limited liability company  
       
       
  By:   /s/ Mohammad Yaqoob                   
  Mohammad Yaqoob,  
    Managing Member  
       
       
  BUYER  
       
  REVEN HOUSING REIT, INC.,  
  a Maryland corporation  
       
       
  By:    /s/ Chad Carpenter                         
    Chad Carpenter  
    Chief Executive Officer