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): October 21, 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, the Form 8-K filed on June 24, 2014, the Form 8-K filed on July 7, 2014,
and the Form 8-K filed on July 28, 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, as amended on May 31,
2014, June 19, 2014, June 30, 2014, and July 22, 2014 (the “Memphis 60 Agreement”), with H&J Properties, LLC, a
Tennessee limited liability company, Memphis Cash Flow, GP, a Tennessee general partnership, and Equity Trust Company Custodian
FBO Hulet T. Gregory IRA Z108673 (collectively, the “Memphis 60 Sellers”), to purchase a portfolio of up to 60 single-family
homes located in Memphis, Tennessee, from the Memphis 60 Sellers, and which provided a description of the materials terms of the
Memphis 60 Agreement.
On October 21, 2014, Reven Housing Tennessee,
LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (the “Buyer”), and the Memphis
60 Sellers entered into a Fifth Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (the “Memphis 60
Amendment”), pursuant to which the parties amended the Memphis 60 Agreement to extend the time period for closing the purchase
of the properties to occur within 90 days of the date of the Memphis 60 Amendment.
The foregoing description of the Memphis
60 Amendment is qualified in its entirety by reference to the full text of the Memphis 60 Amendment, which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Memphis 14 Purchase and Sale Agreement
Reference is made to the Form 8-K filed
on June 10, 2014 and the Form 8-K filed on July 28, 2014, by the Company, which reported the entry by the Company into that certain
Single Family Homes Purchase and Sale Agreement dated June 5, 2014, as amended on July 22, 2014 (the “Memphis 14 Agreement”),
with Highmark Investors, LLC, a Tennessee limited liability company (the “Memphis 14 Seller”), to purchase a portfolio
of up to 14 single-family homes from the Seller, of which 13 homes are located in Memphis, Tennessee, and one home is located in
Southaven, Mississippi, and which provided a description of the material terms of the Memphis 14 Agreement.
On July 28, 2014, the Buyer and the Memphis
14 Seller entered into a Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (the “Memphis 14
Amendment”), pursuant to which the parties amended the Memphis 14 Agreement to extend the time period for closing the purchase
of the properties to occur within 90 days of the date of the Memphis 14 Amendment.
The foregoing description of the Memphis
14 Amendment is qualified in its entirety by reference to the full text of the Memphis 14 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:
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Exhibit 10.1 |
Fifth Amendment to Single Family Homes Real Estate Purchase
and Sale Agreement (Memphis 60).
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Exhibit 10.2 |
Second Amendment to Single Family Homes Real Estate Purchase
and Sale Agreement (Memphis 14).
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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.
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REVEN HOUSING REIT, INC. |
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Dated: October 27, 2014 |
/s/ Chad M. Carpenter |
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Chad M. Carpenter |
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Chief Executive Officer |
Exhibit 10.1
FIFTH AMENDMENT TO
SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT
THIS FIFTH AMENDMENT
TO SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Fifth Amendment") is made as of October
21, 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 TENNESSEE, LLC, a Delaware limited liability company (“Buyer”) as assignee of REVEN
HOUSING REIT, INC., a Maryland corporation, with reference to the following recitals:
RECITALS
A. Whereas, H
& J Properties, LLC (“Original Seller”) and Reven Housing REIT, Inc., a Maryland corporation (“Original
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 Original Buyer agreed to purchase
from Original Seller, forty-eight (48) single family homes in the city of Memphis, Tennessee.
B. Whereas, Original Seller and
Original 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 Original Buyer to sixty-one (61) homes, to increase the Purchase Price, and to extend the Due Diligence Period.
C. Whereas, Original Seller and
Original 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, Original Seller and
Original Buyer executed the Third Amendment to Single Family Homes Real Estate Purchase and Sale Agreement on June 30, 2014 (the
“Third Amendment”) to again amend the Agreement to add two (2) seller entities, to again extend the Due
Diligence Period, to create an Escrow Holdback, to adjust the Purchase Price, and to change certain of the homes constituting the
Property such that the Property now consists of sixty (60) homes.
E. Whereas, Seller and Buyer executed
the Fourth Amendment to Single Family Homes Real Estate Purchase and Sale Agreement on July 22, 2014 (the “Fourth Amendment”)
(theFirst Amendment, Second Amendment, Third Amendment, and Fourth Amendment are collectively referred to herein as the “Prior
Amendments”) to further amend the Agreement to assign Original Buyer’s interest in the Agreement to Buyer,
to provide notice of Buyer’s intent to Close, and to delay the purchase of nine (9) of the homes constituting the Property.
F. Whereas, Seller and Buyer have
agreed to again amend the Agreement to extend the Closing by ninety (90) days.
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 Fifth Amendment without definition shall have the meanings given such terms in the
Agreement and Prior Amendments.
2. Delayed Closing.
Buyer and Seller agree that the Closing shall be extended by ninety (90) days from the date of this Fifth Amendment.
3. Governing
Law. This Fifth Amendment shall be governed by the laws of the State of Tennessee.
4. Full Force
and Effect. Except as modified herein, Buyer and Seller agree and affirm that the Agreement remains in full force and effect.
5. Counterparts.
This Fifth 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 Fifth Amendment shall constitute
an original for all purposes.
6. Miscellaneous.
This Fifth Amendment, together with the Prior Amendments 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 Fifth Amendment, the Prior Amendments,
and the Agreement, the provisions of this Fifth Amendment shall govern and control. This Fifth 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 Fifth 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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H&J PROPERTIES, LLC, a Tennessee limited liability company |
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By: |
/s/ Hulet T. Gregory |
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Name: |
Hulet T. Gregory |
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Its: |
Chief Manager |
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MEMPHIS CASH FLOW, GP, a Tennessee general partnership |
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By: |
Hulet T. Gregory |
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Name: |
Hulet T. Gregory |
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Its: |
Its: President |
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EQUITY TRUST COMPANY CUSTODIAN FBO HULET T. GREGORY IRA Z108673 |
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By: |
/s/ Hulet T. Gregory |
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Name: |
Hulet T. Gregory |
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Its: |
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BUYER |
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REVEN HOUSING TENNESSEE, LLC, a Delaware limited liability company |
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By: |
/s/ Thad L. Meyer |
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Thad L. Meyer |
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Chief Financial Officer |
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Exhibit 10.2
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
October 21, 2014 by and among HIGHMARK INVESTORS, LLC, a Tennessee limited liability company (“Seller”)
and REVEN HOUSING TENNESSEE, LLC, a Delaware limited liability company (“Buyer”) as assignee of REVEN
HOUSING REIT, INC., a Maryland corporation, with reference to the following recitals:
RECITALS
A. Seller and
Reven Housing REIT, Inc., a Maryland corporation (“Original Buyer”) entered into that certain Single
Family Homes Real Estate Purchase and Sale Agreement dated June 5, 2014 (“Agreement”) pursuant to which
Seller agreed to sell and Original Buyer agreed to purchase from Seller, fourteen (14) single family homes in the city of Memphis,
Tennessee (collectively, the “Property”).
B. Seller and Buyer executed the
First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement on July 22, 2014 (the “First Amendment”)
to delay the purchase of four (4) homes, assign Original Buyer’s interest in the Agreement to Buyer, to provide notice of
Buyer’s intent to Close, and to list the repairs covered by the Purchase Price Holdback.
C. Seller and Buyer have agreed
to again amend the Agreement to extend the Closing by ninety (90) days.
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.
2. Delayed Closing.
Buyer and Seller agree that the Closing shall be extended by ninety (90) days from the date of this Second Amendment.
3. Governing
Law. This Second Amendment shall be governed by the laws of the State of Tennessee.
4. Full Force
and Effect. Except as modified herein, Buyer and Seller agree and affirm that the Agreement remains in full force and effect.
5. 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.
6. Miscellaneous.
This Second Amendment, together with the First 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 the Second Amendment, 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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HIGHMARK INVESTORS, LLC, a Tennessee limited liability company |
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By: |
/s/ Jeffrey King |
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Name: |
Jeffrey King |
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Its: |
Member |
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BUYER |
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REVEN HOUSING TENNESSEE, LLC, a Delaware limited liability company |
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By: |
Thad Meyer |
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Thad Meyer |
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Chief Financial Officer |
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