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): December 14, 2017
REVEN HOUSING REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-54165 | 84-1306078 | ||
|
(Sate 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 ¨
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. ¨
| 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 December 14, 2017, the Company and the Birmingham 50 Sellers entered into an Amendment to the Birmingham 50 Agreement, pursuant to which the parties amended the Birmingham 50 Agreement to extend the Company’s due diligence period and the closing date to no later than December 15, 2017 and December 29, 2017, respectively.
The foregoing description of the amendment to the Birmingham 50 Agreement is qualified in its entirety by reference to the full text of the amendment, which is attached hereto as Exhibit 10.1.
Birmingham 40 Purchase and Sale Agreement
On October 12, 2017, the Company entered into a Single Family Homes Real Estate Purchase and Sale Agreement (the “Birmingham 40 Agreement”) with multiple parties (collectively, the “Birmingham 40 Sellers”), to purchase a portfolio of up to 40 single-family homes located in the Birmingham, Alabama metropolitan area from the Birmingham 40 Sellers. The Birmingham 40 Sellers are unaffiliated with the Company. The Birmingham 40 Agreement was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2017
On December 14, 2017, the Company and the Birmingham 40 Sellers entered into an Amendment to the Birmingham 40 Agreement, pursuant to which the parties amended the Birmingham 40 Agreement to extend the Company’s due diligence period and the closing date to no later than January 31, 2018.
The foregoing description of the amendment to the Birmingham 40 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:
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: December 18, 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 December 14, 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 and that certain Second Amendment to Real Estate Purchase and Sale Agreement dated October 31, 2017 (collectively, the “ Contract ”), pursuant to which Seller has agreed to sell to Buyer certain real property consisting of 48 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 ”); 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 December 15, 2017.
2. The Contract is hereby amended to provide that the Closing Date shall occur on December 29, 2017
3. On or prior to Closing, Buyer shall deliver to Seller an updated collections report evidencing any and all delinquencies and other defaults under leases affecting the Property.
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.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment effective as of the date set forth above.
| 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 | |||
Exhibit 10.2
AMENDMENT TO REAL ESTATE PURCAHSE AND SALE AGREEMENT
THIS AMENDMENT TOREAL ESTATE PURCHASE AND SALE AGREEMENT (this “ Amendment ”) is made and entered into as of December 14, 2017, by and between Southeast Equity Properties, LLC, JHB1 Properties, LLC, TWH of Alabama, LLC, Robert E Lee Living Trust, Vulcan Pacific, LLC, USA Regrowth Fund, LLC, Novato Ventures, LLC, Besaid, LLC, Thrive SF Capital Group, LLC, JMZ Partners, LLC, Capital Concepts NW, LLC, BP Fund, LLC (collectively, “ 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 October 12, 2017 (the “ Contract ”), pursuant to which Seller agreed to sell to Buyer certain real property consisting of 40 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 ”); 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 January 31, 2018.
2. The Contract is hereby amended to provide that the Closing Date shall occur on January 31, 2018.
3. 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.
4. 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.
5. 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.
[SIGNATURE PAGES FOLLOW]
| 1 |
[Signature Pages for Seller]
|
SOUTHEAST EQUITY PROPERTIES, LLC, an Alabama limited liability company |
|||
| By: | /s/ Justin Harrison | ||
| Name: | Justin Harrison | ||
| Title: | Owner/Member | ||
| JHB1 Properties, LLC , an Alabama limited liability company | |||
| By: | /s/ Justin Harrison | ||
| Name: | Justin Harrison | ||
| Title: | Owner/Member | ||
| TWH of Alabama, LLC , an Alabama limited liability company | |||
| By: | /s/ Justin Harrison | ||
| Name: | Justin Harrison | ||
| Title: | Owner/Member | ||
|
Robert E ee Living Trust , a trust formed under the laws of the State of California |
|||
| By: | /s/ Jeff Welles | ||
| Name: | Jeff Welles | ||
| Title: | Trustee | ||
| Vulcan Pacific, LLC , a California limited liability company | |||
| By: | /s/ Jeff Welles | ||
| Name: | Jeff Welles | ||
| Title: | Managing Member | ||
| USA Regrowth Fund, LLC , an Alabama limited liability company | |||
| By: | /s/ Jay Hinrichs | ||
| Name: | Jay Hinrichs | ||
| Title: | Owner | ||
| Novato Ventures, LLC , an Alabama limited liability company | |||
| By: | /s/ Jay Hinrichs | ||
| Name: | Jay Hinrichs | ||
| Title: | Owner | ||
| Besaid, LLC , an Alabama limited liability company | |||
| By: | /s/ Jay Hinrichs | ||
| Name: | Jay Hinrichs | ||
| Title: | Owner | ||
| 2 |
|
Thrive SF Capital Group , LLC, an Alabama limited liability company |
|||
| By: | /s/ Jay Hinrichs | ||
| Name: | Jay Hinrichs | ||
| Title: | Owner | ||
| JMZ Partners , LLC, an Alabama limited liability company | |||
| By: | /s/ Jay Hinrichs | ||
| Name: | Jay Hinrichs | ||
| Title: | Owner | ||
| Capital Concepts NW , LLC, an Alabama limited liability company | |||
| By: | /s/ Jay Hinrichs | ||
| Name: | Jay Hinrichs | ||
| Title: | Owner | ||
| BP Fund, LLC, an Alabama limited liability company | |||
| By: | /s/ Jay Hinrichs | ||
| Name: | Jay Hinrichs | ||
| Title: | Owner | ||
[End of Signature Pages of Seller]
| 3 |
[Signature Page for Buyer]
| REVEN HOUSING REIT, INC., | |||
| a Maryland corporation | |||
| By: | /s/ Chad Carpenter | ||
| Chad Carpenter | |||
| Chief Executive Officer | |||
| 4 |