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 30, 2014
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.
Jacksonville 50 (Florida)
Reference is made to the Form 8-K filed
on September 11, 2014 by Reven Housing REIT, Inc. (the “Company”), which reported the entry by Reven Housing Florida,
LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (the “Florida Buyer”), into that
certain Single Family Homes Real Estate Purchase and Sale Agreement dated September 9, 2014 (the “Jacksonville 50 Agreement”),
with Heritage II Holdings, LLC, a Florida limited liability company, Heritage III Holdings, LLC, a Florida limited liability company,
Heritage IV Holdings, LLC, a Florida limited liability company, Heritage V Holdings, LLC, a Florida limited liability company,
Heritage RE Holdings, LLC, a Florida limited liability company, and Lincoln Property Management, LLC, a Florida limited liability
company (collectively, the “Jacksonville 50 Sellers”), to purchase a portfolio of up to 50 single-family homes located
in the Jacksonville, Florida, metropolitan area from the Jacksonville 50 Sellers, and which provided a description of the materials
terms of the Jacksonville 50 Agreement.
On October 30, 2014, Florida Buyer and the
Jacksonville 50 Sellers entered into a First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (the “Jacksonville
50 Amendment”), pursuant to which the parties amended the Jacksonville Agreement to add an additional 14 days to the period
during which the Company may conduct inspections to determine any necessary repairs or improvements to bring the properties into
compliance with the applicable local building code and/or repairs if recommended (the “Due Diligence Period”). Additionally,
the parties amended the Jacksonville 50 Agreement to decrease the number of properties subject to the agreement to 33 homes from
50 homes and correspondingly decreased the total purchase price to $2,256,000 from $3.3 million.
The foregoing description of the Jacksonville
50 Amendment is qualified in its entirety by reference to the full text of the Jacksonville 50 Amendment, which is attached hereto
as Exhibit 10.1 and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Jacksonville 49 (Florida)
On October 30, 2014, the Company, through
a wholly owned subsidiary, closed on the acquisition of two properties located in the Jacksonville, Florida, metropolitan area,
pursuant to that certain Single Family Homes Real Estate Purchase and Sale Agreement dated May 5, 2014, as amended on June 25,
2014, and as further amended on July 2, 2014 (the “Jacksonville 49 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 “Jacksonville 49 Sellers”). The two acquired properties are part of a portfolio of 49 single-family homes subject
to the Jacksonville 49 Agreement, of which a total of 47 properties were previously acquired by the Company on July 7, 2014 and
September 5, 2014. The Jacksonville 49 Sellers do not have a material relationship with the Company and the acquisition was not
an affiliated transaction.
The contract purchase price for the two
acquired properties was approximately $134,427, exclusive of closing costs. The Company funded 100% of the purchase with cash that
was released from the escrow holdback subject to the Jacksonville 49 Agreement. The two acquired properties average 1,193 square
feet and are three-bedroom, one-bath homes. All of the acquired properties are subject to one-year leases.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Effective on October 31, 2014, Guojuan Cheng resigned
from the Company’s board of directors.
(d) Effective on November 3, 2014, to fill vacancies the
Company’s board of directors appointed Chris Gann, Yifeng Huang and Xinghua Wang to the Company’s board of directors
to serve as directors of the Company until their respective successors have been duly elected and qualify or until their earlier
resignation or removal.
On November 3, 2014, the Company’s
board of directors named Messrs. Gann and Wang to the audit committee of the board of directors along with Jon Haahr, a current
member of the Company’s board of directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report:
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Exhibit 10.1 |
First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (Jacksonville 50). |
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: November 4, 2014 |
/s/ Chad M. Carpenter |
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Chad M. Carpenter |
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Chief Executive Officer |
Exhibit 10.1
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 October
30, 2014 by and among HERITAGE II HOLDINGS, LLC, a Florida limited liability company, HERITAGE III HOLDINGS, LLC, a Florida limited
liability company, HERITAGE IV HOLDINGS, LLC, a Florida limited liability company, HERITAGE V HOLDINGS, LLC, a Florida limited
liability company, HERITAGE RE HOLDINGS, LLC, a Florida limited liability company, and LINCOLN PROPERTY MANAGEMENT, LLC, a Florida
limited liability company (collectively, “Seller”) and REVEN HOUSING FLORIDA, 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 September 9, 2014 (“Agreement”)
pursuant to which Seller agreed to sell and Buyer agreed to purchase from Seller, fifty (50) single family homes in the city of
Jacksonville, Florida (collectively, the “Property”).
B. Seller and Buyer have agreed
to amend the Agreement to add an additional fourteen (14) days to the Due Diligence Period, to amend the Purchase Price, and to
adjust the number of homes to be purchased by Buyer.
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.
Due Diligence Period. The Due Diligence period referenced in the Basic Terms of the Agreement is hereby extended
by fourteen (14) additional days such that the Due Diligence Period is now the period commencing on the Effective Date and ending
on the date that is forty-four (44) days after Buyer receives all Property Information, to be delivered to Buyer pursuant to Agreement
Section 6(a)(3) and Section 7(a), during which period Buyer will be provided the opportunity to review all aspects of the Property.
3.
Purchase Price. The Purchase Price is hereby changed to Two Million Two Hundred Fifty Six Thousand and 00/100 Dollars
($2,256,000.00).
4.
Exhibit A. Exhibit A attached to the Agreement is hereby deleted in its entirety and is replaced by the Exhibit A
attached hereto.
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.
[Remainder of this page deliberately left
blank]
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.
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SELLER |
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HERITAGE II HOLDINGS, LLC, |
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a Florida limited liability company |
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By: /s/ Christian Allen |
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Name: Christian Allen |
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Its: President |
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HERITAGE III HOLDINGS, LLC, |
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a Florida limited liability company |
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By: /s/ Christian Allen |
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Name: Christian Allen |
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Its: President |
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HERITAGE IV HOLDINGS, LLC, |
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a Florida limited liability company |
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By: /s/ Christian Allen |
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Name: Christian Allen |
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Its: President |
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HERITAGE V HOLDINGS, LLC, |
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a Florida limited liability company |
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By: /s/ Christian Allen |
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Name: Christian Allen |
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Its: President |
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HERITAGE RE HOLDINGS, LLC, |
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a Florida limited liability company |
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By: /s/ Christian Allen |
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Name: Christian Allen |
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Its: President |
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LINCOLN PROPERTY MANAGEMENT, LLC, |
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a Florida limited liability company |
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By: /s/ Christian Allen |
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Name: Christian Allen |
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Its: President |
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BUYER |
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REVEN HOUSING FLORIDA, LLC, |
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a Delaware limited liability company |
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By: /s/ Chad Carpenter |
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Chad Carpenter |
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Chief Executive Officer |
Grafico Azioni Reven Housing REIT (NASDAQ:RVEN)
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Grafico Azioni Reven Housing REIT (NASDAQ:RVEN)
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