RVEN Reven Housing REIT Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

(Amendment No. 2)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): September 26, 2014

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REVEN HOUSING REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

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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 240.14a-12))

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.

 

Houston 100 Purchase and Sale Agreement

 

On September 26, 2014, Reven Housing Texas, 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 “Agreement”) with Red Door Housing, LLC, a Texas limited liability company (the “Seller”), to purchase a portfolio of up to 100 single-family homes located in the Houston, Texas, metropolitan area from the Seller. The Agreement was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2014.

 

On May 11, 2015, the Buyer and Seller entered into a Second Amendment to the Agreement (the “Second Amendment”), pursuant to which the parties further amended the Agreement to extend the closing date and the Buyer’s due diligence period to July 31, 2015, subject to Buyer’s right to extend both dates for up to an additional 30 days.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Second Amendment, which is attached hereto as Exhibit 10.1.

 

Item 9.01 Financial Statement and Exhibits

 

(d) Exhibits

 

10.1	Second Amendment to Single Family Homes Real	Filed herewith
	Real Estate Purchase and Sale Agreement
	(Houston 100) dated May 11, 2015.

 

  

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: May 14, 2015	/s/  Chad M. Carpenter
	Chad M. Carpenter,
	Chief Executive Officer

 

  

Exhibit 10.1

 

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 May 11, 2015 between RED DOOR HOUSING, LLC, a Texas limited liability company (“Seller”) and REVEN HOUSING TEXAS, LLC, a Delaware limited liability company (“Buyer”) with reference to the following recitals:

 

RECITALS

 

A. Seller and Buyer entered into that certain Single Family Homes Real Estate Purchase and Sale Agreement dated as of September 26, 2014, pursuant to which Seller agreed to sell to Buyer and Buyer agreed to purchase from Seller, 100 single family homes in the State of Texas, as amended by that certain First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of January 26, 2015 (as amended, the “Agreement”).

 

B. Seller and Buyer desire to amend the Agreement in accordance with the terms of this Second Amendment.

 

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. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Agreement.

 

2.                  Closing Date. The Closing Date pursuant to the Basic Terms is hereby deleted in its entirety and amended to read as follows:

 

“Closing Date: The date on which the Escrow Holder issues the final settlement statement, which in no event shall extend beyond the expiration of the Due Diligence Period, except as provided in Section 22(d) of this Agreement.”

 

3.                  Due Diligence Period. The Due Diligence Period pursuant to the Basic Terms of the Agreement is hereby deleted in its entirety and amended to read as follows:

 

“Due Diligence Period: Subject to the provisions of Section 7 below, the period commencing on the Effective Date and ending on July 31, 2015.”

 

  

4.                  Due Diligence Period; Post-Closing Inspection Reports. Section 7(a) of the Agreement is hereby deleted in its entirety and amended to read as follows:

 

“(a) Buyer shall have a period commencing on the Effective Date and ending at 6:00 PM Pacific Time on July 31, 2015 (the “Due Diligence Period”) to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. Buyer may, in its sole judgment and discretion, extend the Due Diligence Period up to thirty (30) days by providing written notice to Seller before the expiration of the Due Diligence Period.”

 

5.                  Governing Law. This Second Amendment shall be governed by the laws of the State of Texas.

 

6.                  Full Force and Effect. Except as modified by this Second Amendment, the Agreement is unchanged, and is hereby ratified and acknowledged by Buyer and Seller to be in full force and effect.

 

7.                  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.

 

8.                  Miscellaneous. This Second Amendment, together with 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 Second 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 Page Intentionally Left Blank]

 

   

IN WITNESS WHEREOF, the undersigned parties have caused this Second Amendment to be duly executed as of the day and year first written above.

 

 

	SELLER
	RED DOOR HOUSING, LLC,
	a Texas limited liability company
	By:	/s/ Ricky Williams
		Ricky Williams, Managing Partner
	BUYER
	REVEN HOUSING TEXAS, LLC,
	a Delaware limited liability company
	By:	REVEN HOUSING REIT, INC.,
		a Maryland corporation,
		its sole member
		By:	/s/ Chad Carpenter
			Chad Carpenter
			Chief Executive Officer