UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

 

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 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))

 

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o  

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Birmingham 50 Purchase and Sale Agreement

 

On September 6, 2017, Reven Housing Alabama, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Reven Housing REIT, Inc. (the “Company”), entered into a Single Family Homes Real Estate Purchase and Sale Agreement (the “Birmingham 50 Agreement”) with A&J Investments, LLC, an Alabama limited liability company, and MFJ, LLC, an Alabama limited liability company (collectively, the “Birmingham 50 Sellers”), to purchase a portfolio of up to 50 single-family homes located in the Birmingham, Alabama metropolitan area from the Birmingham 50 Sellers. The Birmingham 50 Sellers are unaffiliated with the Company. The Birmingham 50 Agreement was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2017.

 

On October 31, 2017, the Company and the Birmingham 50 Sellers entered into a Second Amendment to the Birmingham 50 Agreement (“Second Amendment”), pursuant to which the parties amended the Birmingham 50 Agreement to (i) exclude two (2) single family homes from the transaction; (ii) reduce the purchase price to $3,127,708.00; (iii) provide for a credit of $352,875.00 to the Company for deferred maintenance; and (iv) to extend the Company’s due diligence period and the closing date to no later than December 15, 2017.

 

The foregoing description of the second amendment to the Birmingham 50 Agreement is qualified in its entirety by reference to the full text of the Second Amendment, which is attached hereto as Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits .

 

(d) Exhibits.

 

The following exhibits are filed with this report:

 

   
Exhibit 10.1 Second Amendment to Real Estate Purchase and Sale Agreement (Birmingham 50) dated October 31, 2017.

 

 

 

 

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: November 3, 2017 /s/  Chad M. Carpenter  
  Chad M. Carpenter,
  Chief Executive Officer

 

 

 

 

 

Exhibit 10.1

 

SECOND AMENDMENT TO REAL ESTATE

PURCHASE AND SALE AGREEMENT

 

 

THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “ Amendment ”) is made and entered into as of October 31, 2017, by and between A & J INVESTMENTS, LLC, an Alabama limited liability company, and MFJ, LLC, an Alabama limited liability company (collectively, “ Seller ”), and REVEN HOUSING ALABAMA, LLC, a Delaware limited liability company (“ Buyer ”).

 

RECITALS:

 

WHEREAS, Seller and Buyer entered into that certain Real Estate Purchase and Sale Agreement dated September 6, 2017, as amended by that certain Amendment to Real Estate Purchase and Sale Agreement dated September 27, 2017 (collectively, the “ Contract ”), pursuant to which Seller agreed to sell to Buyer certain real property consisting of 50 single family homes 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, pursuant to the Contract, Buyer notified Seller of two (2) single family homes that Buyer elected to exclude from the transaction contemplated thereunder;

 

WHEREAS, the Due Diligence Period (as defined in the Contract) is scheduled to expire on October 31, 2017;

 

WHEREAS, Buyer has requested to further extend the Due Diligence Period; 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 Purchase Price shall mean $3,127,708.00, subject to the prorations and adjustments set forth in Section 17 of the Contract.

 

2.       The Contract is hereby amended to provide that the Due Diligence Period shall expire on December 15, 2017.

 

3.       The Contract is hereby amended to provide that the Closing Date shall occur on December 15, 2017.

 

4.       Exhibit A to the Contract is amended to delete the houses identified as numbers 16 and 17.

 

5.       The following Sections of the Contract are hereby deleted in their entirety: 5(c), 7(d), 7(e), and 22(q). In addition, except for its first sentence, Section 10(a) is hereby deleted in its entirety.

 

6.       At Closing, Buyer shall receive a credit in the amount of $352,875.00 (the “ Deferred Maintenance Credit ”), as consideration for deferred maintenance of the Property. The Deferred Maintenance Credit shall be reflected as a separate line item on the settlement statement to be executed by Seller and Buyer at Closing.

 

7.       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.

 

 

 

 

8.       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.

 

9.       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.

 

 

 

 

 

 

[signature page follows]

 

 

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.

 

  SELLER
     
  A & J INVESTMENTS, LLC, an Alabama limited liability company
     
  By: Foundation Residential Acquisition Fund I, LLC, its Sole Member
     
  By: Foundation Fund Management Company, LLC, its Manager
     
     
  By: /s/ John J. Thomas  
    John J. Thomas,
    Vice President
     
     
  MFJ, LLC, an Alabama limited liability company
     
  By: Foundation Residential Acquisition Fund I, LLC, its Sole Member
     
  By: Foundation Fund Management Company, LLC, its Manager
     
     
  By: /s/ John J. Thomas  
    John J. Thomas,
    Vice President
     
     
  BUYER
     
  REVEN HOUSING ALABAMA, LLC,
  a Delaware limited liability company
     
     
  By: /s/ Chad Carpenter  
    Chad Carpenter,
    Chief Executive Officer