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): June 25, 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 May 6, 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 May 5, 2014 (the “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 “Sellers”), to purchase a portfolio of 49 single family homes located in the Jacksonville, Florida, metropolitan area from the Sellers, and provided a description of the materials terms of the Agreement.

 

On June 25, 2014, the Company and the Sellers 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 decrease the total contract purchase price to $3,380,000 from $3,500,000, and (ii) to create an escrow holdback of $82,265 to be withheld by the escrow agent until such time as Sellers has completed all repairs to certain of the homes to the Company’s reasonable satisfaction. The holdback repairs are to be completed by Sellers, at Sellers’ sole cost and expense, not later than 30 days after the closing, and upon the completion of all holdback repairs, the escrowed funds will then be released to Sellers. Additionally, the Company has notified Sellers of its intention to purchase the properties and has elected not to exercise its right to terminate the Agreement during the due diligence period.

 

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 (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: June 27, 2014	/s/  Thad L. Meyer
	Thad L. Meyer
	Chief Financial 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 June 25, 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 REIT, INC., a Maryland corporation (together with any designee identified or appointed by REVEN HOUSING REIT, INC., “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 May 5, 2014 (“Agreement”) pursuant to which Seller agreed to sell and Buyer agreed to purchase from Seller, forty-nine (49) single family homes in the city of Jacksonville, Florida.

 

B. Seller and Buyer have agreed to amend the Agreement to decrease the Purchase Price and to create an escrow holdback for purposes of Seller’s repairs to certain of the homes.

 

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 Three Million Three Hundred Eighty Thousand and 00/100 Dollars ($3,380,000.00).

 

3.                  Escrow Holdback. Eighty Two Thousand Two Hundred Sixty-Five and 00/100 Dollars ($82,265.00) (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. Such Holdback Repairs shall be completed by Seller, at Seller’s sole cost and expense, not later than thirty (30) days after Closing. 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. All Holdback Funds shall remain held by the Escrow Holder until all Holdback Repairs are completed to Buyer’s reasonable satisfaction. Upon the completion of all Holdback Repairs to Buyer’s reasonable satisfaction, Buyer shall instruct the Escrow Holder to release the Holdback Funds to Seller.

 

  

4.                  Buyer’s Intent to Close. Pursuant to Section 7 of the Agreement, Buyer hereby notifies Seller of Buyer’s election to purchase the Property.

 

5.                  Governing Law. This First Amendment shall be governed by the laws of the State of Florida.

 

6.                  Full Force and Effect. Except as modified herein, Buyer and Seller agree and affirm that the Agreement remains in full force and effect.

 

7.                  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.

 

8.                  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
	BGF HOMES, LLC, a Florida limited liability company
	By:	/s/ Gary Moreau
	Name:	Gary Moreau
	Its:	Member
	CJJ DEVELOPMENT II, LLC, a Florida limited liability company
	By:	/s/ Rob Udell
	Name:	Rob Udell
	Its:	Chief Financial Officer
	DCCF PROPERTIES, LLC, a Florida limited liability company
	By:	/s/ Chris Funk
	Name:	Chris Funk
	Its:	Member
	NBJW PROPERTIES, LLC, a Florida limited liability company
	By:	/s/ Chris Funk
	Name:	Chris Funk
	Its:	Member

 

 

	NORTH JACKSONVILLE RENTALS, LLC, a Florida limited liability company
	By:	/s/ Chris Funk
	Name:	Chris Funk
	Its:	Member
	RAMS REAL ESTATE HOLDINGS, LLC, a Florida limited liability company
	By:	Amal Soni
	Name:	Amal Soni
	Its:
	OBADIAH G. DORSEY, an individual
	/s/ Obadiah G. Dorsey
	BUYER
	Reven HOUSING REIT, INC., a Maryland corporation
	By:	/s/ Thad Meyer
		Thad Meyer
		Chief Financial Officer