Current Report Filing (8-k)
March 17 2015 - 5:02AM
Edgar (US Regulatory)
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): March 13, 2015
REVEN HOUSING REIT, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Maryland |
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000-54165 |
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84-1306078 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(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.
On March 13, 2015,
Reven Housing Florida, LLC (“Borrower”), a Delaware limited liability company and a wholly-owned subsidiary of Reven
Housing REIT, Inc., a Maryland corporation (the “Registrant”), issued a Promissory Note Secured by Deeds of Trust (the
“Note”) to Silvergate Bank, a California corporation (“Lender”), in the principal amount of $3,526,985.00
(the “Aggregate Principal Amount”). The entire balance of principal and accrued interest and other amounts then outstanding
on the Note (the “Loan”) are due and payable on April 5, 2020 (the “Maturity Date”). Interest accrues and
is payable monthly on the Loan at the rate equal to one percent (1.00%) points over the “PRIME RATE” as published in
The Wall Street Journal. Commencing on May 5, 2015 and continuing on the fifth day of each calendar month through and including
April 5, 2017, Borrower shall pay interest in arrears for the prior calendar month. Commencing on May 5, 2017 and continuing on
the fifth day of each of the next calendar months thereafter through and including March 5, 2020, Borrower shall pay to Lender
monthly payments of principal and interest in an amount equal to the amount which would be sufficient to amortize the outstanding
principal balance under the Note at the then effective interest rate over the then remaining portion of an amortization period
commencing April 5, 2017 and ending on April 4, 2042. The Note is secured by those certain Deeds of Trust, Assignments of Leases
and Rents, Security Agreements and Fixture Filings dated March 13, 2015, executed by Borrower for the benefit of Lender (the “Deeds
of Trust”).
Borrower has no right
to prepay any principal of the Note except that, so long as no event of default exists under the Note or any of the Deeds of Trust
at the time of prepayment, Borrower has the right to prepay the principal of the Note, in whole only and not in part, upon at least
30 days but not more than 60 days advance written notice, provided that Borrower pays, concurrently with such prepayment, all accrued
and unpaid interest under the Note and a prepayment premium equal to three percent (3%) of the amount prepaid for a prepayment
on or before March 5, 2017; with no prepayment premium thereafter. The Note and the Deeds of Trust contain customary terms and
conditions, including, without limitation, customary events of default and acceleration upon default, including defaults in the
payment of principal or interest, defaults in compliance with the covenants and bankruptcy or other insolvency events.
Additionally, in connection
with the Loan, Borrower entered into that certain Unsecured Environmental Indemnity, dated March 13, 2015, with Lender (the “Environmental
Indemnity”). The Environmental Indemnity provides that if Borrower were to default under the Loan and as a consequence Lender
were to acquire title to any of the properties subject to the Deeds of Trust, Borrower would indemnify Lender for any liability,
to the extent there is any such liability, that it would incur as the owner of the applicable property for claims arising out of
any hazardous materials or toxic substances present on such property on or before the date of the conveyance of such property to
Lender. As a condition to the Loan, Lender required that Borrower indemnify Lender against such liability.
On March 13, 2015,
Borrower, Lender and Suncoast Property Management, LLC (“Property Manager”), entered into that certain Subordination
of Management Agreement (the “Subordination Agreement”). Property Manager is the property manager retained by Borrower
to provide certain management and leasing services with respect to the properties owned by Borrower in the Jacksonville, Florida
metropolitan area. As a condition to the Loan, Lender required that Borrower and Property Manager enter into the Subordination
Agreement to provide for the subordination of the rights of Property Manager to any management fees from Borrower with respect
to those properties it manages in all respects to the payment of the Loan.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information reported under Item 1.01
of this Current Report on Form 8-K regarding the description of the Loan and the material terms and conditions related thereto
is incorporated herein by reference.
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.
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REVEN HOUSING REIT, INC. |
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Dated: March 16, 2015 |
/s/ Thad L. Meyer |
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Thad L. Meyer, |
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Chief Financial Officer |
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