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): November 26, 2018
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 ¨
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.
Oklahoma City 45 Purchase and Sale Agreement
On November 26, 2018, Reven Housing REIT, Inc, acting through a wholly-owned subsidiary (the “Company”), entered into a Single Family Homes Real Estate Purchase and Sale Agreement (the “Agreement”) with Signature Holdings, LLC, WRG Investments, LLC, Foster Signature Investments, LLC, and Lone Oak Run Investment Holdings, LLC (collectively, the “Sellers”), to purchase a portfolio of up to 45 single-family homes located in the Oklahoma City, Oklahoma metropolitan area from the Sellers. The Sellers are unaffiliated with the Company. The Agreement provides for a deposit of $100,315 and a total contract purchase price for the 45 properties of $10,031,581, including closing costs and subject to certain adjustments.
On December 28, 2018, the Company conducted an initial closing under the Agreement pursuant to which it purchased 27 single family homes for approximately $5.75 million, exclusive of closing costs.
On February 1, 2019, the Company and the Sellers entered into two separate Amendments to Real Estate Purchase and Sale Agreement (“Amendments”) pursuant to which the total number of homes remaining to be purchased under the Agreement was reduced from 18 to 12, and the total remaining purchase price was reduced to $2,785,645, subject to adjustments in accordance with the provisions of the Agreement.
The foregoing description of the Amendments are qualified in their entirety by reference to the full text of the Amendments, which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits .
(d) Exhibits.
The following exhibit is filed with this report:
| Exhibit 10.1 | Amendment to Real Estate Purchase and Sale Agreement dated February 1, 2019. |
| Exhibit 10.2 | Amendment to Real Estate Purchase and Sale Agreement dated February 1, 2019. |
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 6, 2019 | /s/ Chad M. Carpenter | |
| Chad M. Carpenter, | ||
| Chief Executive Officer |
Exhibit 10.1
AMENDMENT TO REAL ESTATE PURCHASE
AND SALE AGREEMENT
THIS AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “ Amendment ”) is made and entered into as of February 1, 2019, by and between SIGNATURE HOLDINGS, LLC, WRG INVESTMENTS, LLC, FOSTER SIGNATURE INVESTMENTS, LLC, AND LONE OAK RUN INVESTMENT HOLDINGS, LLC (collectively, “ Seller ”), and REVEN HOUSING FUNDING 2, LLC, a Delaware limited liability company (“ Buyer ”).
RECITALS:
WHEREAS, Seller and Buyer are parties to that certain Real Estate Purchase and Sale Agreement November 28, 2018 (the “ Contract ”), pursuant to which Seller agreed to sell to Buyer certain real property consisting of 45 single family homes in the State of Oklahoma, 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 , Buyer previously purchased 27 of the single family homes comprising 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, of the 18 single family homes comprising the Premises that have not been previously acquired by Buyer, six (6) of such single family homes are being excluded from the transaction contemplated under the Contract, and those certain eleven (11) single family homes identified and generally described on Exhibit A attached to this Amendment (the “ Remaining Homes ”), 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, remain to be purchased by Buyer under the Contract.
2. The Contract is hereby amended to provide that the Purchase Price for the Remaining Homes shall mean $2,606,845.00, subject to adjustments in accordance with the provisions of the Contract.
3. Notwithstanding anything contained in the Contract to the contrary, Buyer shall have the right to designate Reven Housing REIT OP, LP (“ Affiliate ”), which is an affiliate of Buyer, as the party to acquire title to the certain single family home indicated on Exhibit A attached hereto, in which event all documents to be delivered by Seller and Buyer with respect to the closing of such single family home, including without limitation, the deed to be delivered by Seller, shall be for the benefit of Affiliate.
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 have caused this Agreement to be executed as of the day and year first above written.
| SELLER | |||
| SIGNATURE HOLDINGS, LLC | |||
| By: | /s/ Richard Foster | ||
| Richard Foster | |||
| Manager | |||
| WRG Investments, LLC | |||
| By: | /s/ Richard Foster | ||
| Richard Foster | |||
| Manager | |||
| Foster Signature Investments, LLC | |||
| By: | /s/ Richard Foster | ||
| Richard Foster | |||
| Manager | |||
| Lone Oak Run Investment Holdings, LLC | |||
| By: | /s/ Richard Foster | ||
| Richard Foster | |||
| Manager | |||
| BUYER | |||
| REVEN HOUSING FUNDING 2, LLC, | |||
| a Delaware limited liability company | |||
| By: | /s/ Chad Carpenter | ||
| Chad Carpenter | |||
| Chief Executive Officer | |||
Exhibit 10.2
AMENDMENT TO REAL ESTATE PURCHASE
AND SALE AGREEMENT
THIS AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “ Amendment ”) is made and entered into as of February 1, 2019, by and between SIGNATURE HOLDINGS, LLC, WRG INVESTMENTS, LLC, FOSTER SIGNATURE INVESTMENTS, LLC, AND LONE OAK RUN INVESTMENT HOLDINGS, LLC (collectively, “ Seller ”), and REVEN HOUSING FUNDING 2, LLC, a Delaware limited liability company (“ Buyer ”).
RECITALS:
WHEREAS, Seller and Buyer are parties to that certain Real Estate Purchase and Sale Agreement November 28, 2018 (the “ Contract ”), pursuant to which Seller agreed to sell to Buyer certain real property consisting of 45 single family homes in the State of Oklahoma, 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 , Buyer previously purchased 27 of the single family homes comprising 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, of the 18 single family homes comprising the Premises that have not been previously acquired by Buyer, six (6) of such single family homes are being excluded from the transaction contemplated under the Contract, and those certain one (1) single family homes identified and generally described on Exhibit A attached to this Amendment (the “ Remaining Homes ”), 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, remain to be purchased by Buyer under the Contract.
2. The Contract is hereby amended to provide that the Purchase Price for the Remaining Homes shall mean $178,799.00, subject to adjustments in accordance with the provisions of the Contract.
3. Notwithstanding anything contained in the Contract to the contrary, Buyer shall have the right to designate Reven Housing REIT OP, LP (“ Affiliate ”), which is an affiliate of Buyer, as the party to acquire title to the certain single family home indicated on Exhibit A attached hereto, in which event all documents to be delivered by Seller and Buyer with respect to the closing of such single family home, including without limitation, the deed to be delivered by Seller, shall be for the benefit of Affiliate.
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 have caused this Agreement to be executed as of the day and year first above written.
| SELLER | |||
| SIGNATURE HOLDINGS, LLC | |||
| By: | /s/ Richard Foster | ||
| Richard Foster | |||
| Manager | |||
| WRG Investments, LLC | |||
| By: | /s/ Richard Foster | ||
| Richard Foster | |||
| Manager | |||
| Foster Signature Investments, LLC | |||
| By: | /s/ Richard Foster | ||
| Richard Foster | |||
| Manager | |||
| Lone Oak Run Investment Holdings, LLC | |||
| By: | /s/ Richard Foster | ||
| Richard Foster | |||
| Manager | |||
| BUYER | |||
| REVEN HOUSING FUNDING 2, LLC, | |||
| a Delaware limited liability company | |||
| By: | /s/ Chad Carpenter | ||
| Chad Carpenter | |||
| Chief Executive Officer | |||