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 31, 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”), as amended on February 17, 2017 and on March 1, 2017, 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 March 31, 2017, the Company and Easy Rentals entered into a Third Amendment to the Birmingham 72 Agreement, pursuant to which the parties amended the Birmingham 72 Agreement to reduce the maximum number homes subject to purchase by the Company to 69 and to provide for an holdback and escrow of $250,000 of the purchase price for purposes of the Company with limited indemnification against any vacancies or loss of rental income due to cutbacks in the funding for Section 8 housing programs in the Birmingham area for the two year period following closing.

 

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

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

Memphis 27 Purchase and Sale Agreement

 

On February 16, 2017, the Company entered into a Single Family Homes Real Estate Purchase and Sale Agreement (the “Memphis Agreement”) with H&J Properties, LLC, a Tennessee limited liability company (the “Seller”), for the Company’s purchase of a portfolio of up to 27 single-family homes located in the Memphis, Tennessee, metropolitan area from the Seller. On March 31, 2017, the Company closed on the purchase of 20 homes in the portfolio. The Seller is unaffiliated with the Company.

 

The contract purchase price for the 20 acquired properties was approximately $1,584,000, exclusive of closing costs. The Company funded 100% of the purchase with cash on hand. The acquired properties average 1,657 square feet and are mostly three-bedroom, two bath homes.  Of the acquired properties, ten are currently subject to two-year leases, five are subject to one-year leases, and five are subject to month-to-month leases. The Company intends to acquire up to six additional homes in the portfolio pursuant to the Memphis Agreement for the purchase price of $486,000 once those homes are leased.

 

Item 9.01 Financial Statements and Exhibits .

 

(d) Exhibits.

 

The following exhibits are filed with this report:

 

10.1 Third Amendment dated March 31, 2017 to Single Family Homes Real Estate Purchase and Sale Agreement (Birmingham 72) dated December 9, 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: April 4, 2017   /s/  Chad M. Carpenter
    Chad M. Carpenter,
    Chief Executive Officer

 

 

 

Exhibit 10.1

  

 

THIRD AMENDMENT TO REAL ESTATE

PURCHASE AND SALE AGREEMENT

 

THIS THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “ Amendment ”) is made and entered into as of March 31, 2017 (the “ Effective Date ”), by and between EASY RENTALS, LLC, an Alabama limited liability company (“ Seller ”), an REVEN HOUSING REIT, INC., a Maryland corporation (“ Buyer ”).

 

RECITALS:

 

WHEREAS, Seller and Buyer entered in that certain Real Estate Purchase and Sale Agreement December 9, 2016 (the “ Original Contract ”), as amended by that certain Amendment to Real Estate Purchase and Sale Agreement dated February 17, 2017 and that certain Second Amendment to Real Estate Purchase and Sale Agreement dated March 1, 2017 (collectively, 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, interest, benefits, privileges, easements and appurtenances to the land and the Improvements, if any (collectively, the “ Premises ”);

 

WHEREAS, Buyer has previously elected to remove 3 single family homes from the Contract in accordance with the terms thereof, thereby reducing the number of single family homes comprising the Property to 69 homes;

 

WHEREAS, Buyer has requested that a portion of the Purchase Price (as defined in the Contract) be escrowed at Closing to protect Buyer against the loss of rental income arising from a potential reduction in funding by the U.S. Department of Housing and Urban Development (“ HUD ”) under HUD’s Section 8 Housing Assistance Payments Program (“ Section 8 ”);

 

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 what are hereby acknowledged by each of the parties, Seller and Buyer hereby agree as follows:

 

1. The parties acknowledge Buyer’s concern as to the potential reduction of Section 8 funding to be made available to the Housing Authority Birmingham District (“ HABD ”) by HUD, under the next occurring Federal Budget for the fiscal year 2018 (the “ FY 2018 Budget ”). In order to accommodate the concerns expressed by Buyer that budget cuts in the Section 8 voucher program may affect the availability of Section 8 vouchers for use by tenants of all or a portion of the single family homes comprising the Premises, at Closing, a portion of the Purchase Price in the amount of $250,000.00 (the “ Section 8 Holdback Escrow ”) shall be withheld by the Escrow Holder pursuant to an escrow agreement to be executed by Seller, Buyer and the Escrow Holder, which agreement shall provide, in part, the following provisions:

 

 

 

 

a. The Section 8 Holdback Escrow shall be withheld by the Escrow Holder for a period up to two (2) years commencing on the Closing Date (as defined in the Contract) (the “ Section 8 Holdback Period ”), unless early terminated in accordance with the terms below.

 

b. To the extent, if any, that the reduction of funds available to the HABD from HUD results in the loss or reduction of Section 8 voucher funding currently available to one or more tenants of the Premises, which loss or reduction of funding results in the vacancy of one or more of the single family homes comprising the Premises each for a period in excess of 30-days, Buyer shall have the right, upon deliver to Seller and the Escrow Holder of reasonable evidence that such vacancy is the result of the loss or reduction of Section 8 voucher funding to such tenant (which evidence includes, without limitation, a letter or other notice from HUD or the HABD that Section 8 voucher funding available to such tenant was reduced, or a notice of eviction delivered by Buyer to any such tenant receiving Section 8 voucher funding) to withdraw monthly from the Section 8 Holdback Escrow an amount equal to (i) the rent required to be paid by each such tenant immediately prior to such vacancy plus (ii) the cost of releasing of the single family home being leased by such tenant(s) minus (iii) any rent deposit received by Buyer with respect to the single family homes that such tenant(s) were leasing; provided, however, such draw down shall in no event exceed a six-month period per single family home. If the parties do not agree upon the causation of such vacancy(ies), then such determination shall be made based upon written evidence in letter form, from the BHD, evidencing that the vacancy(ies) for the Premises is/are a direct result of the reduction of BHD funding from HUD relating to the FY 2018 Budget reduction. Buyer shall use reasonable efforts to obtain evidence from the HABD that the loss was solely related to the result of Section 8 voucher funding decrease from a change in HUD funding to the HABD, and not related to eviction on account of tenant job loss, health issues, death, misbehavior or other non-funding loss; provided, however, that Buyer’s failure to obtain such evidence from the HABD shall not be a condition to Buyer’s right to withdraw the Section 8 Holdback Escrow in accordance with the terms hereof.

 

c. Notwithstanding the foregoing to the contrary, if the FY 2018 Budget reveals no reduction to the amount of Section 8 voucher funding from the amount available pursuant to the Federal Budget for the fiscal year 2017, Seller and Buyer shall use reasonable efforts to agree upon the termination of the Section 8 Holdback Escrow, which termination shall only be evidenced by a written agreement entered into by and between Seller, Buyer and the Escrow Holder.

 

d. If not sooner terminated, the Section 8 Holdback Escrow shall terminate at the end of the Section 8 Holdback Period. Any amount of the Section 8 Holdback Escrow remaining upon the expiration of the Section Holdback Period shall be forthwith delivered by the Escrow Agent to the Seller.

 

2. Section 7(c) of the Original Contract is hereby deleted in its entirety and restated to read as follows:

 

“(c) Covenants of Seller . Except as provided in subparagraph (3) below, Seller covenants and agrees that during the period from the date of this Agreement through and including the Closing Date:

 

 

 

 

(1)       Seller will timely pay and perform its obligations under the Leases and any contracts to be assumed by Buyer pursuant hereto.

 

(2)       All tenant repair requests, including move-in punch-list items have been fixed properly or will be fixed properly and paid for before the close of escrow.

 

(3)        Delivery of 8-06 Financials . From the date of this Agreement and until December 31, 2017, Seller agrees to prepare for delivery to Buyer, unaudited income statements, along with accompanying notes, with respect to the Property for the twelve months ended December 31, 2016 and the period ending March 31, 2017 (collectively, the “ Income Statement ”). The Income Statement shall be (a) in accordance with the books and records of Seller, (b) present fairly in all material respects the results of operations of the Property for the periods therein specified, (c) prepared in accordance with U.S. generally accepted accounting principles, consistently applied, and Rule 8-06 of Regulation S-X (17 C.F.R. Part 210), and (d) otherwise acceptable to Buyer in its reasonable discretion. Upon request from Buyer, Seller shall also provide to Buyer, any schedules or supporting documentation that Buyer may reasonably request that relate to the transactions included or to be included in the Income Statement. Upon request from Buyer, Seller agrees to cooperate with Buyer, and provide all assistance and access to the books and records of Seller, as required for the audit of the Income Statement. The audit of the Income Statement shall be at Buyer’s expense and shall be conducted by an independent accounting firm registered with the Public Company Accounting Oversight Board retained by Buyer. Upon request from Buyer, Seller shall provide the items listed in Exhibit H attached hereto and incorporated herein, to the extent in Seller’s possession or control. The covenants and obligations of Seller under this Section 7(c)(3) shall survive the Closing.”

 

3. Seller and Buyer hereby acknowledge that the Due Diligence Period expires on the Effective Date of this Amendment. Pursuant to Section 8(b) of the Contract, Buyer hereby notifies Seller of Buyer’s desire to acquire the Property and Buyer hereby waives its rights under Section 8(b) to terminate the Contract.

 

4. The Contract is hereby amended to provide that the Closing Date shall be a date between April 10, 2017 and April 21, 2017 selected by Buyer upon not less than 3 days’ prior notice to Seller, which notice may be oral or by email transmission. Notwithstanding the foregoing, in no event shall the Closing Date occur after April 21, 2017 without the written agreement of Seller and Buyer.

 

5. 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.

 

6. 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.

 

7. 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.

 

 

 

 

EXECUTED by the parties on the respective dates described below, but to be effective as of the date set forth above.

 

         
  SELLER
         
  EASY RENTALS, LLC,
  an Alabama limited liability company
         
  By:   /s/ Bill Smith  
      Bill Smith, Member  
         
         
  B UYER
         
  REVEN HOUSING REIT, INC.
  a Maryland corporation
         
  By:   /s/ Thad Meyer  
      Thad Meyer,  
      Chief Financial Officer