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): December 23, 2015
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.
| ¨ | 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
Jacksonville 140 Purchase and Sale Agreement
On February 27, 2015,
Reven Housing Florida 2, LLC (“Buyer”), 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
“Jacksonville 140 Agreement”) with ADCIP, LLC, a Delaware limited liability company, and ADCIP II, LLC, a Delaware
limited liability company (collectively, the “Jacksonville 140 Sellers”), to purchase a portfolio of up to 140 single-family
homes located in the Jacksonville, Florida metropolitan area from the Jacksonville 140 Sellers. The Jacksonville 140 Agreement
was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2015.
On December 23, 2015,
the Company and the Jacksonville 140 Sellers entered into a Sixth Amendment to the Jacksonville 140 Agreement (the “Sixth
Amendment”), pursuant to which the parties further amended the Jacksonville 140 Agreement to extend the closing date and
due diligence period to February 15, 2016.
The foregoing description
of the Sixth Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as
Exhibit 10.1.
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 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 “Houston 100 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 December 29, 2015,
the Buyer and Seller entered into a Fifth Amendment to the Agreement (the “Fifth Amendment”), pursuant to which the
parties further amended the Agreement to (a) increase the purchase price of the portfolio from $8,700,000 to $8,800,000 and (b)
extend the closing date and the Buyer’s due diligence period to no later than March 31, 2016.
The foregoing description
of the Fifth Amendment is qualified in its entirety by reference to the full text of the Fifth Amendment, which is attached hereto
as Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed with this
report:
| Exhibit 10.1 |
Sixth Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (Jacksonville 140) dated December 23, 2015. |
| Exhibit 10.2 |
Fifth Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (Houston 100) dated December 29, 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: December 30, 2015
/s/ Chad M. Carpenter
Chad M. Carpenter,
Chief Executive Officer
Exhibit 10.1
SIXTH AMENDMENT TO
SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT
THIS SIXTH AMENDMENT TO SINGLE FAMILY HOMES
REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Sixth Amendment”) is made as of December 23, 2015 between
ADCIP, LLC, a Delaware limited liability company, ADCIP II, LLC, a Delaware limited liability company (collectively, “Original
Sellers”), APICDA LLC, a Delaware limited liability company, BPICDA LLC, a Delaware limited liability company, CPICDA
LLC, a Delaware limited liability company, DPICDA LLC, a Delaware limited liability company, EPICDA LLC, a Delaware limited liability
company and FPICDA LLC, a Delaware limited liability company, (collectively, the “Additional Seller”;
and together with Original Sellers, collectively, “Seller”) and REVEN HOUSING FLORIDA 2, LLC, a Delaware
limited liability company (“Buyer”) with reference to the following recitals:
RECITALS
A. Original
Sellers and Buyer entered into that certain Single Family Homes Real Estate Purchase and Sale Agreement dated as of February 27,
2015, pursuant to which Seller agreed to sell to Buyer and Buyer agreed to purchase from Seller, 140 single family homes in the
State of Florida, as amended by that certain First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated
as of March 17, 2015, that certain Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of
May 14, 2015, that certain Third Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of August 13,
2015, that certain Fourth Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of September 28, 2015
and that certain Fifth Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of October 13, 2015 (the
“Fifth Amendment”) (as amended, the “Agreement”).
C. Original Sellers and Buyer added Additional
Seller as a party to the Agreement pursuant to the Fifth Amendment.
D. Seller and Buyer desire to amend the
Agreement in order to change the date of the Second Closing and extend the Second Closing Date.
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,
Seller and Buyer 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. | Basic Terms. Pursuant to the “Closing and Closing Date” section in the Basic Terms of the Agreement, the
Second Closing Properties will close on February 15, 2016 and the Second Closing Date will be February 15, 2016. For purposes of
the Agreement, any references to the defined terms “Second Closing Properties” and “Second Closing Date”
shall have the meanings as set forth herein. |
| 3. | The following sentences in section d of the Due Diligence Period shall be changed to the following: “Notwithstanding
anything stated to the contrary in Section 5(c) above or elsewhere in this Agreement, if the cost to make the repairs and replacements
identified in the Third Party Inspection Report exceeds $1,200 of the Assigned Home Value for any applicable Necessary Repair Property,
and Buyer and Seller do not otherwise mutually agree upon an amount to allocate to the Necessary Repairs for the applicable Necessary
Repair Property, then Buyer may, upon written notice to Seller and prior to the end of the Due Diligence Period, elect to (i) proceed
with the closing of the transaction as contemplated in this Agreement with a reduction in the Purchase Price in an amount equal
to $1,200 for the applicable Necessary Repair Property, (ii) exclude such Necessary Repair Property from the Property being acquired
in accordance with this Agreement, or (iii) terminate this Agreement. |
| 4. | Governing Law. To the extent enforceable, Seller and Buyer agree that this Sixth Amendment shall be governed in all
respects by the internal laws of the State of Delaware; provided that if the dispute involves an individual property, the law of
the State where such property is located shall apply. In any dispute arising out of or related to this Sixth Amendment, an action
must be brought in Federal or State court, as applicable, in the County of Los Angeles, California. The provisions of this Section
3 shall survive the termination of this Sixth Amendment. |
| 5. | Full Force and Effect. Except as modified by this Sixth Amendment, the Agreement is unchanged, and is hereby ratified
and acknowledged by Seller and Buyer to be in full force and effect. |
| 6. | Counterparts. This Sixth 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 Sixth
Amendment shall constitute an original for all purposes. |
| 7. | Miscellaneous. This Sixth 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 Sixth Amendment and the Agreement,
the provisions of this Sixth Amendment shall govern and control. This Sixth Amendment shall be binding upon and shall inure to
the benefit of Seller and Buyer and their respective successors and assigns, if any. |
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned parties
have caused this Sixth Amendment to be duly executed as of the day and year first written above.
SELLER
ADCIP, LLC,
a Delaware limited liability
company
By: /s/
Terrell Wolfram
Terrell
Wolfram,
Managing Director
ADCIP II, LLC,
a Delaware limited liability
company
By: /s/
Terrell Wolfram
Terrell
Wolfram,
Managing Director
BUYER
REVEN HOUSING FLORIDA 2, LLC,
a Delaware limited liability company
By: /s/ Chad Carpenter
Chad
Carpenter
Chief Executive Officer
Exhibit 10.2
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 December 29, 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, that certain Second Amendment
to Single Family Homes Real Estate Purchase and Sale Agreement dated as of May 11, 2015, that certain Third Amendment to Single
Family Homes Real Estate Purchase and Sale Agreement dated as of August 12, 2015 and that certain Fourth Amendment to Single Family
Homes Real Estate Purchase and Sale Agreement dated as of September 23, 2015 (as amended, the “Agreement”).
B. Seller and Buyer desire to amend the
Agreement in accordance with the terms of this Fifth 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. | Purchase Price. The Purchase Price pursuant to the Basic Terms of the Agreement is hereby deleted in its entirety and
amended to read as follows: |
“Purchase Price.
Eight Million Eight Hundred Thousand and 00/100 Dollars ($8,800,000.00), subject to adjustment in accordance with the provisions
of this Agreement. The aggregate Purchase Price for the Property shall be subject to adjustment in accordance with the provisions
of the Agreement, which, notwithstanding anything stated in this Agreement to the contrary, shall be payable by Buyer to Seller
on the (i) Closing Date in an amount equal to the Assigned Home Value (defined below) of the applicable properties, and (ii) any
Accelerated Closing Date (defined below) in an amount equal to the Assigned Home Value of the properties listed in the Property
Notice (defined below).”
| 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 “Acceleration of the Due Diligence Period and Closing Date” provision in the Basic Terms and Section
7 below, the period commencing on the Effective Date and ending on March 31, 2016.”
| 4. | Basic Terms. The Acceleration of the Due Diligence Period and Closing Date pursuant to the
Basic Term of the Agreement is hereby deleted in its entirety and amended to read as follows: |
“Acceleration
of the Due Diligence Period and Closing Date: Upon five (5) business days’ written notice from Buyer to Seller and subject
to Section 5 of this Agreement, Buyer may elect to purchase from Seller any or all of the properties listed on Exhibit A
attached hereto by delivering written notice (the “Property Notice”) of its election to accelerate the
Due Diligence Period and Closing Date on those properties listed in the Property Notice (the “Accelerated Closing”
and the date specified in the Property Notice shall be the “Accelerated Closing Date”). For the avoidance
of doubt, the terms of the Agreement shall remain in effect for those properties not included in the Property Notice.”
| 5. | 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) Subject
to the “Acceleration of the Due Diligence Period and Closing Date” provision in the Basic Terms, Buyer shall have a
period commencing on the Effective Date and ending at 6:00 PM Pacific Time on March 31, 2016 (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.”
| 6. | Excluded Properties. The following is hereby added as Section 5(d) to the Agreement: |
“(d) Notwithstanding
anything herein to the contrary, at any time prior to the date that is fifteen (15) days prior to the expiration of the Due Diligence
Period, Seller may exclude up to five (5) of the properties identified on Exhibit A from the transaction contemplated herein
(“Seller’s Excluded Properties”) by providing written notice to Buyer (“Seller’s
Excluded Properties Notice”). Seller’s Excluded Properties Notice must contain a description of the properties
to be excluded from Exhibit A. Upon Buyer’s receipt of Seller’s Excluded Properties Notice, Exhibit A
will be deemed modified to exclude Seller’s Excluded Properties and the Purchase Price will be reduced by the Assigned Home
Value of each of the Seller’s Excluded Properties. After Buyer’s receipt of Seller’s Excluded Properties Notice,
Seller’s Excluded Properties will no longer be subject to this Agreement. For the avoidance of doubt, the terms of this Agreement
shall remain in effect for the properties that are not Seller’s Excluded Properties.”
| 7. | Funding. The following is hereby added as Section 24 to the Agreement: |
“Funding. Buyer
shall use commercially reasonable efforts to raise the equity capital necessary to purchase the Property from Seller prior to the
expiration of the Due Diligence Period (the “Necessary Equity Capital”). If Buyer raises the Necessary
Equity Capital prior to the expiration of the Due Diligence Period, and this Agreement remains in full force and effect and Seller
shall not be in default of its obligations hereunder, Buyer shall consummate the transaction contemplated herein, subject to the
satisfaction of all conditions precedent in favor of Buyer hereunder, prior to consummating any other transaction for the purchase
of real property to which Buyer is a party; provided, however, nothing set forth in this section shall restrict Buyer’s right
to terminate this Agreement during the Due Diligence Period as set forth in Section 7 of this Agreement. ”
| 8. | Governing Law. This Fifth Amendment shall be governed by the laws of the State of Texas. |
| 9. | Full Force and Effect. Except as modified by this Fifth Amendment, the Agreement is unchanged, and is hereby ratified
and acknowledged by Buyer and Seller to be in full force and effect. |
| 10. | 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. |
| 11. | Miscellaneous. This Fifth 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 Fifth Amendment 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. |
IN WITNESS WHEREOF, the undersigned parties
have caused this Fifth 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, Manager
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
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