RVEN Reven Housing REIT Inc

 

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): May 31, 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 240.14d-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.

 

Reference is made to the Form 8-K filed on April 29, 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 “Agreement”) with H&J Properties, LLC, a Tennessee limited liability company (the “Seller”), to purchase a portfolio of up to 48 single-family homes located in Memphis, Tennessee, from the Seller, and provided a description of the material terms of the Agreement.

 

On May 31, 2014, the Company and the Seller entered into a First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (the “Amendment”), pursuant to which the parties amended the Agreement (i) to increase the number of single-family homes subject to the Agreement to 61 from 48, (ii) to correspondingly increase the total contract purchase price to $4,778,700 from $3,800,000, excluding closing costs and subject to certain adjustments, and (iii) to extend the expiration of the due diligence period to 60 after the effective date of the Agreement from 45 days after the effective date of the Agreement.

 

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

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

The following exhibit is filed with this report:

 

Exhibit 10.1

First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (Memphis 61)

 

  

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: June 4, 2014	/s/  Chad M. Carpenter
	Chad M. Carpenter
	Chief Executive Officer

 

 

FIRST AMENDMENT TO

SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT

 

 

THIS FIRST AMENDMENT TO SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this "First Amendment") is made as of May 31, 2014 by and among H&J PROPERTIES, LLC, a Tennessee limited liability company (“Seller”) and REVEN HOUSING REIT, INC., a Maryland corporation (“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 April 24, 2014 (“Agreement”) pursuant to which Seller agreed to sell and Buyer agreed to purchase from Seller, forty-eight (48) single family homes in the city of Memphis, Tennessee (collectively, the “Property”).

 

B. Seller and Buyer have agreed to amend the Agreement to increase the number of homes sold by Seller and purchased by Buyer, to increase the Purchase Price, and to extend the Due Diligence Period.

 

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 First Amendment without definition shall have the meanings given such terms in the Agreement.

 

2.                  Purchase Price. The Purchase Price is hereby changed to Four Million Seven Hundred Seventy Eight Thousand Seven Hundred and 00/100 Dollars ($4,778,700.00).

 

3.                  Due Diligence Period. The Due Diligence period is hereby extended to sixty (60) days.

 

4.                  Property. The number of single family homes making up the Property is hereby increased to sixty-one (61).

 

5.                  Exhibit A. Exhibit A attached to the Agreement is hereby deleted in its entirety and is replaced with the document attached hereto as Exhibit A.

 

6.                  Governing Law. This First 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 First 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 First Amendment shall constitute an original for all purposes.

 

9.                  Miscellaneous. This First 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 the First Amendment and the Agreement, the provisions of this First Amendment shall govern and control. This First Amendment shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective successors and assigns, if any.

 

 

 

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IN WITNESS WHEREOF, Buyer and Seller have caused this First Amendment to be duly executed on their behalfs as of the day and year first stated above.

 

 

	SELLER
	H&J PROPERTIES, LLC, a Tennessee limited liability company
	By:	/s/ Hulet T. Gregory
	Name:	Hulet T. Gregory
	Its:	Chief Member
	BUYER
	Reven HOUSING REIT, INC., a Maryland corporation
	By:	/s/ Chad Carpenter
		Chad Carpenter
		Chief Executive Officer