RVEN Reven Housing REIT Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

(Amendment No. 2)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): February 27, 2015

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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.

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12))

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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 May 14, 2015, Buyer and Jacksonville 140 Sellers entered into a Second Amendment to the Jacksonville 140 Agreement (the “Second Amendment”), pursuant to which the parties further amended the Jacksonville 140 Agreement to extend the closing date and Buyer’s due diligence period to July 31, 2015, subject to Buyer’s right to extend both dates for up to an additional 30 days.

 

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

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed with this report:

 

Exhibit 10.1

Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (Jacksonville 140) dated May 14, 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: May 14, 2015	/s/  Chad M. Carpenter
	Chad M. Carpenter,
	Chief Executive Officer

 

  

Exhibit 10.1

 

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 May 14, 2015 between ADCIP, LLC, a Delaware limited liability company, ADCIP II, LLC, a Delaware limited liability company (collectively, “Seller”) and REVEN HOUSING FLORIDA 2, 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 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 (as amended, the “Agreement”).

 

B. Seller and Buyer desire to amend the Agreement in accordance with the terms of this Second 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, 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. 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 provisions of Section 7 below, the period commencing on the Effective Date and ending on July 31, 2015.”

 

3.                  Due Diligence Period. Section 7(a) of the Agreement is hereby deleted in its entirety and amended to read as follows:

 

“(a) Buyer shall have a period commencing on the Effective Date and ending at 6:00 PM Pacific Time on July 31, 2015 (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. Buyer may, in its sole judgment and discretion, extend the Due Diligence Period up to thirty (30) days by providing written notice to Seller before the expiration of the Due Diligence Period. Buyer shall submit a notice to Seller confirming Buyer has received all Property Information. If Seller fails to provide all necessary documents to Buyer within 30 days of the Effective Date, Buyer may terminate this Agreement.”

 

  

4.                  Governing Law. To the extent enforceable, Seller and Buyer agree that this Second 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 Second 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 4 shall survive the termination of this Second Amendment.

 

5.                  Full Force and Effect. Except as modified by this Second 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 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.

 

7.                  Miscellaneous. This Second 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 Second 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 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 Second 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