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): October 21, 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.

 

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.

 

 

(d)

Exhibits.

 

The following exhibits are filed with this report:

 

Exhibit 10.1	Fifth Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (Memphis 60).
Exhibit 10.2	Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (Memphis 14).

 

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: October 27, 2014	/s/  Chad M. Carpenter
	Chad M. Carpenter
	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.

 

 

 

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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.

 

	SELLER
	H&J PROPERTIES, LLC, a Tennessee limited liability company
	By:	/s/ Hulet T. Gregory
	Name:	Hulet T. Gregory
	Its:	Chief Manager

 

	MEMPHIS CASH FLOW, GP, a Tennessee general partnership
	By:	Hulet T. Gregory
	Name:	Hulet T. Gregory
	Its:	Its: President

 

	EQUITY TRUST COMPANY CUSTODIAN FBO HULET T. GREGORY IRA Z108673
	By:	/s/ Hulet T. Gregory
	Name:	Hulet T. Gregory
	Its:

 

	BUYER
	REVEN HOUSING TENNESSEE, LLC, a Delaware limited liability company
	By:	/s/ Thad L. Meyer
		Thad L. Meyer
		Chief Financial Officer

 

 

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.

 

 

 

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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.

 

 

	SELLER
	HIGHMARK INVESTORS, LLC, a Tennessee limited liability company
	By:	/s/ Jeffrey King
	Name:	Jeffrey King
	Its:	Member

 

 

	BUYER
	REVEN HOUSING TENNESSEE, LLC, a Delaware limited liability company
	By:	Thad Meyer
		Thad Meyer
		Chief Financial Officer