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 12, 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 Purchase and Sale Agreement
On October 12, 2017, the Company entered into a Single Family Homes Real Estate Purchase and Sale Agreement, as amended on December 14, 2017 (the “Birmingham Agreement”), with multiple parties (collectively, the “Birmingham Sellers”), to purchase a portfolio of up to 40 single-family homes located in the Birmingham, Alabama metropolitan area from the Birmingham Sellers. The Birmingham Sellers are unaffiliated with the Company. The Birmingham Agreement was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2017 and the first amendment thereto was filed as an exhibit to the Company’s Current Report on Form 8-K/A filed with the SEC on December 18, 2017
On January 31, 2018, the Company and the Birmingham Sellers entered into a second amendment to the Birmingham Agreement, pursuant to which the parties agreed to reduce the homes subject to purchase from 40 to 27, to reduce the aggregate purchase price for the homes subject to purchase from $2,443,000 to $1,659,000 and to extend the Company’s due diligence period and the closing date to no later than February 15, 2018.
The foregoing description of the amendment to the Birmingham Agreement is qualified in its entirety by reference to the full text of the amendment, which is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits .
(d) Exhibits.
The following exhibit is filed with this report:
| Exhibit 10.1 | Amendment dated January 31, 2018 to Single Family Homes Real Estate Purchase and Sale Agreement dated October 12, 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: February 2, 2018 | /s/ Chad M. Carpenter |
| Chad M. Carpenter, | |
| Chief Executive Officer |
Exhibit 10.1
SECOND AMENDMENT TO REAL ESTATE PURCAHSE
AND SALE AGREEMENT
THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “ Amendment ”) is made and entered into as of January 31, 2018, 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, as amended by that certain Amendment to Real Estate Purchase and Sale Agreement dated December 14, 2017 (collectively, 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. Seller and Buyer hereby stipulate and agree that thirteen (13) 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 twenty-seven (27) single family homes 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-2 attached to the Contract is hereby deleted in its entirety and replaced with Exhibit A attached hereto.
2. The Contract is hereby amended to provide that the Purchase Price shall mean $1,659,000.00, subject to adjustments in accordance with the provisions of the Contract.
3. The Contract is hereby amended to provide that the Closing Date shall occur on February 15, 2018, or such earlier date as may be agreed upon in writing by Seller and Buyer.
4. Seller and Purchaser hereby stipulate and agree that the Necessary Repairs (as defined in the Contract) shall mean the work described on Exhibit B attached to this Amendment, which Seller has elected to perform prior to and/or after Closing, in accordance with the provisions of the Contract. Furthermore, Seller and Purchaser hereby stipulate and agree that the Purchase Price Escrow Repair Holdback (as defined in the Contract) shall be in the amount of $121,750.00, and shall be distributed by the Escrow Holder in accordance with the provisions of the Contract.
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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.
[SIGNATURE PAGE FOLLOWS]
|
[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 Lee 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 |
|
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] |
|
[Signature Page for Buyer]
REVEN HOUSING REIT, INC., a Maryland corporation
By: /s/ Chad Carpenter Chad Carpenter Chief Executive Officer |