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 19, 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.
Reference is made to the Form 8-K filed
on April 29, 2014, and the Form 8-K filed on June 4, 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 and
the First Amendment thereto dated May 31, 2014 (collectively, the “Agreement”) with H&J Properties, LLC, a Tennessee
limited liability company (the “Seller”), to purchase a portfolio of up to 61 single-family homes located in Memphis,
Tennessee, from the Seller, and provided a description of the materials terms of the Agreement.
On June 19, 2014, the Company and the Seller
entered into a Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (the “Amendment”), pursuant
to which the parties amended the Agreement (i) to extend the expiration of the due diligence period to June 30, 2014, and (ii)
to change certain of the homes subject to the Agreement.
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.
The following exhibit is filed with this report:
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Exhibit 10.1 |
Second Amendment to Single Family Homes Real Estate Purchase
and Sale Agreement (Memphis 61)
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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: June 24, 2014 |
/s/ Chad M. Carpenter |
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Chad M. Carpenter |
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Chief Executive Officer |
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
June 19, 2014 by and among H&J PROPERTIES, LLC, a Tennessee limited liability company (“Seller”)
and REVEN HOUSING REIT, INC., a Maryland corporation (“Buyer”), with reference to the following recitals:
RECITALS
A. Whereas, Seller
and Buyer entered into that certain Single Family Homes Real Estate Purchase and Sale Agreement dated April 24, 2014 (“Agreement”)
pursuant to which Seller agreed to sell and Buyer agreed to purchase from Seller, forty-eight (48) single family homes in the city
of Memphis, Tennessee.
B. Whereas, Seller and 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 Seller and Purchased by Buyer to sixty-one (61) (collectively, the
“Property”), to increase the Purchase Price, and to extend the Due Diligence Period.
C. Whereas, Seller and Buyer have
agreed to further amend the Agreement to again extend the Due Diligence Period and to change certain of the homes constituting
the Property.
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.
Due Diligence Period. The Due Diligence period is hereby extended until June 30, 2014.
3.
Exhibit A. Exhibit A attached to the First Amendment is hereby deleted in its entirety and is replaced with the document
attached hereto as Exhibit A.
4.
Governing Law. This Second Amendment shall be governed by the laws of the State of Tennessee.
5.
Full Force and Effect. Except as modified herein, Buyer and Seller agree and affirm that the Agreement remains 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 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, the 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.
[Remainder of this page deliberately left
blank]
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.
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SELLER |
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H&J PROPERTIES, LLC, a Tennessee limited liability company |
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By: /s/ Hulet T. Gregory |
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Name: Hulet T. Gregory |
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Its: Chief Member |
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BUYER |
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Reven HOUSING REIT, INC., a Maryland corporation |
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By: /s/ Thad L. Meyer |
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Thad L. Meyer |
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Chief Financial Officer |
EXHIBIT A
[See attached]
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