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): June 30, 2014
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) |
|
7911 Herschel Avenue, Suite 201
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.
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b) |
| o | 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.
Memphis 60 Purchase and Sale Agreement
Reference is made to the Form 8-K filed
on April 29, 2014, the Form 8-K filed on June 4, 2014, and the Form 8-K filed on June 24, 2014, by Reven Housing REIT, Inc. (the
“Company”), which reported the entry by the Company into that certain Single Family Homes Real Estate Purchase and
Sale Agreement dated April 24, 2014, the First Amendment thereto dated May 31, 2014, and the Second Amendment thereto dated June
19, 2014 (collectively, the “Memphis Agreement”) with H&J Properties, LLC, a Tennessee limited liability company
(“H&J Properties”), to purchase a portfolio of up to 61 single-family homes located in Memphis, Tennessee, from
H&J Properties, and provided a description of the materials terms of the Memphis Agreement.
On June 30, 2014, the Company, H&J Properties,
Memphis Cash Flow, GP, a Tennessee general partnership (“Memphis Cash Flow”), and Equity Trust Company Custodian FBO
Hulet T. Gregory IRA Z108673 (“Gregory IRA”), entered into a Third Amendment to Single Family Homes Real Estate Purchase
and Sale Agreement (the “Memphis Amendment”), pursuant to which the parties amended the Memphis Agreement (i) to decrease
the number of single-family homes subject to the Agreement to 60 from 61, (ii) to decrease the total contract purchase price to
$4,725,800 from $4,778,700, excluding closing costs and subject to certain adjustments, (iii) to extend the due diligence period
through July 5, 2014, and (iv) to add Memphis Cash Flow and Gregory IRA as additional seller parties (collectively, the “Memphis
Sellers”). Additionally, the Memphis Amendment provides an escrow holdback of $209,542 to be withheld by the escrow agent
until such time as the Memphis Sellers have completed all repairs to certain of the homes to the Company’s reasonable satisfaction.
The holdback repairs are to be completed by the Memphis Sellers, at the Memphis Sellers’ sole cost and expense, not later
than 90 days after the closing, and upon the completion of all holdback repairs, the escrowed funds will then be released to the
Memphis Sellers.
The foregoing description of the Memphis
Amendment is qualified in its entirety by reference to the full text of the Memphis Amendment which is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
Jacksonville 49 Purchase and Sale Agreement
Reference is made to the Form 8-K filed
on May 6, 2014 and the Form 8-K filed on June 27, 2014 by the Company, which reported the entry by the Company into that certain
Single Family Homes Real Estate Purchase and Sale Agreement dated May 5, 2014 and the First Amendment thereto dated June 25, 2014
(collectively, the “Jacksonville Agreement”) with BGF Homes, LLC, a Florida limited liability company, CJJ Development
II, LLC, a Florida limited liability company, DCCF Properties, LLC, a Florida limited liability company, NBJW Properties, LLC,
a Florida limited liability company, North Jacksonville Rentals, LLC, a Florida limited liability company, Rams Real Estate Holdings,
LLC, a Florida limited liability company, and Obadiah G. Dorsey, an individual, (collectively, the “Jacksonville Sellers”),
to purchase a portfolio of 49 single-family homes located in the Jacksonville, Florida, metropolitan area from the Jacksonville
Sellers, and provided a description of the materials terms of the Jacksonville Agreement.
On July 2, 2014, the Company and the Jacksonville
Sellers entered into a Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (the “Jacksonville
Amendment”), pursuant to which the parties amended the Jacksonville Agreement (i) to assign the Company’s rights and
interest in the Jacksonville Agreement to Reven Housing Florida, LLC, a Delaware limited liability company and a wholly owned subsidiary
of the Company, and (ii) to delay the purchase of three homes subject to the Jacksonville Agreement until such time as the homes
are leased under certain conditions. If one or more of such homes are not leased under the specified conditions within 60 days
after the date of the Jacksonville Amendment, then the buyer may elect not to proceed with the purchase of such homes.
The foregoing description of the Jacksonville
Amendment is qualified in its entirety by reference to the full text of the Amendment which is attached hereto as Exhibit 10.2
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed with this report:
| Exhibit 10.1 |
|
Third Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (Memphis 60). |
| |
|
|
| Exhibit 10.2 |
|
Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (Jacksonville 49). |
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: July 7, 2014 |
/s/ Chad M. Carpenter |
| |
Chad M. Carpenter |
| |
Chief Executive Officer |
THIRD AMENDMENT TO
SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT
THIS THIRD AMENDMENT
TO SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Third Amendment") is made as of June
30, 2014 by and among H&J PROPERTIES, LLC, a Tennessee limited liability company, and MEMPHIS CASH FLOW, GP, a Tennessee general
partnership, and Equity Trust Company Custodian FBO Hulet T. Gregory IRA Z108673 (collectively, “Seller”)
and REVEN HOUSING REIT, INC., a Maryland corporation (“Buyer”), with reference to the following recitals:
RECITALS
A. Whereas,
H & J Properties, LLC (“Original Seller”) and Buyer entered into that certain Single Family Homes
Real Estate Purchase and Sale Agreement dated April 24, 2014 (“Agreement”) pursuant to which Original
Seller agreed to sell and Buyer agreed to purchase from Original Seller, forty-eight (48) single family homes in the city of Memphis,
Tennessee.
B. Whereas,
Original Seller and Buyer executed the First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement on May 31,
2014 (the “First Amendment”) to amend the Agreement to increase the number of homes sold by Original
Seller and Purchased by Buyer to sixty-one (61) homes, to increase the Purchase Price, and to extend the Due Diligence Period.
C. Whereas,
Original Seller and Buyer executed the Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement on June
19, 2014 (the “Second Amendment”) to again amend the Agreement to extend the Due Diligence Period and
to change certain of the homes constituting the Property.
D. Whereas,
Seller and Buyer have agreed to further amend the Agreement to again extend the Due Diligence Period, add an escrow holdback, add
a seller entity, and remove a single home from the Property.
NOW THEREFORE, in consideration of the
mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Buyer and Seller hereby agree as follows:
AGREEMENT
1. Definitions.
All initially-capitalized terms used in this Third Amendment without definition shall have the meanings given such terms in the
Agreement.
2. Due
Diligence Period. The Due Diligence period is hereby extended through July 5, 2014.
3. Exhibit
A. Exhibit A to the Second Amendment is hereby deleted in its entirety and replaced with the document attached to this Third
Amendment as Exhibit A. For the avoidance of doubt, the home identified as 4262 Mackham Cove is hereby deleted and is no longer
part of this transaction. Accordingly, the Property now consists of sixty (60) homes.
4. Purchase
Price. The Purchase Price is hereby changed to Four Million Seven Hundred Twenty-Five Thousand Eight Hundred and 00/100 Dollars
($4,725,800.00).
5. Escrow
Holdback. Two Hundred Nine Thousand Five Hundred Forty-Two and 00/100 Dollars ($209,542) (the “Holdback Funds”)
shall be withheld by the Escrow Holder until such time as Seller has completed all repairs to the homes identified in the attached
Exhibit I (the “Holdback Repairs”) to Buyer’s reasonable satisfaction, said satisfaction shall
not be unreasonably withheld. Such Holdback Repairs shall be completed by Seller, at Seller’s sole cost and expense, not
later than ninety (90) days after Closing (the “Holdback Repair Period”). Seller shall provide to Buyer
invoices and related back-up documentation reasonably acceptable to Buyer pertaining to all Holdback Repairs, as well as photographs
reasonably acceptable to Buyer depicting each and every item to be repaired before such repair has begun and after such repair
has been completed. Holdback Funds shall remain held by the Escrow Holder until Holdback Repairs are completed to Buyer’s
reasonable satisfaction, said satisfaction shall not be unreasonably withheld. Upon the occurrence of the thirtieth (30th),
sixtieth (60th), and ninetieth (90th) days of the Holdback Repair Period, Buyer shall review the status of
the Holdback Repairs and, if any repairs have been completed to Buyer’s reasonable satisfaction, which shall not be unreasonably
withheld, Buyer shall at that time instruct the Escrow Holder to release funds pertaining to such completed repairs as listed in
Exhibit I.
6. Governing
Law. This Third Amendment shall be governed by the laws of the State of Tennessee.
7. Full
Force and Effect. Except as modified herein, Buyer and Seller agree and affirm that the Agreement remains in full force and
effect.
8. Counterparts.
This Third Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. An electronically transmitted counterpart of this Third Amendment shall constitute
an original for all purposes.
9. Miscellaneous.
This Third Amendment, together with the First Amendment, Second Amendment, and the Agreement, sets forth the entire agreement between
the parties with respect to the subject matter set forth herein and therein and may not be modified, amended or altered except
by subsequent written agreement between the parties. In case of any inconsistency between the provisions of this Third Amendment,
the First Amendment, the Second Amendment, and the Agreement, the provisions of this Third Amendment shall govern and control.
This Third Amendment shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective successors and
assigns, if any.
[Remainder of this page deliberately left
blank]
IN WITNESS WHEREOF, Buyer and Seller have
caused this Third Amendment to be duly executed on their behalf as of the day and year first stated above.
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SELLER |
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|
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H&J PROPERTIES, LLC, a Tennessee limited liability company |
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|
|
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By: |
/s/ Hulet T. Gregory |
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Name: |
Hulet T. Gregory |
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Its: |
Chief Member |
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|
|
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MEMPHIS CASH FLOW, GP, a Tennessee general partnership |
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|
|
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By: |
/s/ Hulet T. Gregory |
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Name: |
Hulet T. Gregory |
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Its: |
President |
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Equity Trust Company Custodian FBO Hulet T. Gregory IRA Z108673 |
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|
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By: |
/s/ Hulet T. Gregory |
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|
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BUYER |
|
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Reven HOUSING REIT, INC., a Maryland corporation |
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By: |
/s/ Thad L. Meyer |
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|
Thad L. Meyer |
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|
Chief Financial Officer |
SECOND AMENDMENT TO
SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT
THIS SECOND AMENDMENT
TO SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Second Amendment") is made as of
July 2, 2014 by and among BGF HOMES, LLC, a Florida limited liability company, CJJ DEVELOPMENT II, LLC, a Florida limited liability
company, DCCF PROPERTIES, LLC, a Florida limited liability company, NBJW PROPERTIES, LLC, a Florida limited liability company,
NORTH JACKSONVILLE RENTALS, LLC, a Florida limited liability company, RAMS REAL ESTATE HOLDINGS, LLC, a Florida limited liability
company, and OBADIAH G. DORSEY, an individual, (collectively, “Seller”) and REVEN HOUSING FLORIDA, LLC,
a Delaware limited liability company (“Buyer”) as assignee of REVEN HOUSING REIT, INC., a Maryland corporation
(the “Original Buyer”), with reference to the following recitals.
RECITALS
A. Seller
and Original Buyer entered into that certain Single Family Homes Real Estate Purchase and Sale Agreement dated May 5, 2014 (“Agreement”)
pursuant to which Seller agreed to sell and Original Buyer agreed to purchase from Seller, forty-nine (49) single family homes
in the city of Jacksonville, Florida (the “Property”).
B. Seller
and Original Buyer executed the First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (the “First
Amendment”) on June 25, 2014 to adjust the Purchase Price and create an Escrow Holdback.
C. Seller
and Original Buyer have agreed to again amend the Agreement to assign Original Buyer’s interest in the Agreement to Buyer,
and to delay the purchase of three (3) of the homes making up the Property until such time as Seller has leased such homes as described
herein.
NOW THEREFORE, in consideration of the
mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Buyer and Seller hereby agree as follows:
AGREEMENT
1. Definitions.
All initially-capitalized terms used in this Second Amendment without definition shall have the meanings given such terms in the
Agreement or First Amendment.
2. Assignment.
Pursuant to Agreement Section 22(g), Original Buyer hereby assigns its interest in the Agreement to Buyer.
3. Delayed
Purchase. The following homes listed in Agreement Exhibit A are subject to a delayed purchase as described in this section:
(1) 10706 Pine Estates Road East, (2) 10575 Pine Estates Road East, and (3) 9015 Madison Avenue, (collectively, the “Delayed
Homes”). The Delayed Homes will not be part of the Closing and may instead be purchased individually or collectively
by Buyer if Seller is able to lease such homes as described herein. Subject to Section 4 below, Buyer shall instruct Escrow Holder
to release funds equal to the Assigned Home Price for each of the Delayed Homes which Buyer deems to have been leased according
to the following criteria: (i) Seller has received a security deposit of at least one (1) month’s rent, (ii) a tenant has
signed a lease agreement with a move-in date not more than fifteen (15) days from the date of such lease agreement, (iii) the monthly
rental for 10706 Pine Estates Road East is at least Eight Hundred Fifty and 00/100 ($850.00), and/or the monthly rental for 10575
Pine Estates Road East is at least Eight Hundred Ninety Five and 00/100 ($895.00), and/or the monthly rental for 9015 Madison Avenue
is at least Eight Hundred Fifty and 00/100 Dollars ($850.00), and (iv) the home is occupied by such lessee. Seller shall provide
sufficient back up documentation reasonably satisfactory to Buyer to demonstrate that such conditions have been satisfied.
4. Delayed
Purchase Outside Date. Seller shall have sixty (60) days from the date of this Second Amendment to lease up the Delayed Homes
as described in Section 3 above. If upon the expiration of such sixty (60) day period Seller has failed to lease up one or more
of the Delayed Homes as described in Section 3 above, Buyer shall have the option to purchase such homes at the aggregate Assigned
Home Price for such homes by giving Seller written notice of Buyer’s intent to purchase such homes not later than five (5)
days after the expiration of such sixty (60) day period. If Buyer does not give Seller such notice as described herein, Escrow
Holder shall return to Buyer all of Buyer’s funds remaining in Escrow Holder’s custody at that time, and Buyer shall
be relieved of its obligation to purchase the Delayed Homes, and Buyer and Seller shall be relieved of all obligations to each
other, except for such obligations which expressly survive the Agreement, the First Amendment, and this Second Amendment. (10706
Pine Estates Rd E is subject to 90 days)
5. Return
of Escrow Holdback Funds. If Seller has not completed all Holdback Repairs within the thirty (30) day period allotted to Seller
for such repairs, all remaining Holdback Funds not already spent on the Holdback Repairs shall immediately be refunded by Escrow
Holder to Buyer upon the expiration of such thirty (30) day period.
6. Governing
Law. This Second Amendment shall be governed by the laws of the State of Florida.
7. Full
Force and Effect. Except as modified herein, Buyer and Seller agree and affirm that the Agreement remains in full force and
effect.
8. Counterparts.
This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. An electronically transmitted counterpart of this Second Amendment shall
constitute an original for all purposes.
9. Miscellaneous.
This Second Amendment, together with the First Amendment and Agreement, sets forth the entire agreement between the parties with
respect to the subject matter set forth herein and therein and may not be modified, amended or altered except by subsequent written
agreement between the parties. In case of any inconsistency between the provisions of the Second Amendment, the First Amendment,
and the Agreement, the provisions of this Second Amendment shall govern and control. This Second Amendment shall be binding upon
and shall inure to the benefit of Buyer and Seller and their respective successors and assigns, if any.
[Remainder of this page deliberately left
blank]
IN WITNESS WHEREOF, Buyer and Seller have
caused this Second Amendment to be duly executed on their behalfs as of the day and year first stated above.
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SELLER |
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|
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BGF HOMES, LLC, a Florida limited liability company |
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|
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By: |
/s/ Bob L. Greene |
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Name: |
Bob L. Greene |
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Its: |
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CJJ DEVELOPMENT II, LLC, a Florida limited liability company |
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By: |
/s/ Rob Udell |
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Name: |
Rob Udell |
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Its: |
CFO |
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DCCF PROPERTIES, LLC, a Florida limited liability company |
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By: |
/s/ Chris Funk |
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Name: Chris Funk |
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Its: |
Member |
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NBJW PROPERTIES, LLC, a Florida limited liability company |
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By: |
Chris Funk |
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Name: |
Chris Funk |
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Its: |
Member |
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NORTH JACKSONVILLE RENTALS, LLC, a Florida limited liability company |
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By: |
Chris Funk |
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Name: |
Chris Funk |
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Its: |
Member |
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RAMS REAL ESTATE HOLDINGS, LLC, a Florida limited liability company |
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By: |
/s/ Amal Soni |
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Name: |
Amal Soni |
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Its: |
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OBADIAH G. DORSEY, an individual |
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/s/ Obadiah G. Dorsey |
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BUYER |
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Reven HOUSING FLORIDA, LLC, a Delaware limited liability company |
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By: |
/s/ Thad Meyer |
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Thad Meyer |
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Chief Financial Officer |
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ORIGINAL BUYER |
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Reven HOUSING REIT, INC., a Maryland corporation |
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By: |
/s/ Thad Meyer |
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|
Thad Meyer |
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|
Chief Financial Officer |
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