Current Report Filing (8-k)
March 10 2016 - 6:07AM
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 7, 2016
___________________________
REVEN HOUSING REIT, INC.
(Exact Name of Registrant as Specified in
Its Charter)
___________________________
Maryland |
000-54165 |
84-1306078 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
875 Prospect Street, Suite 304
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.
| ¨ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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.
Houston 100 Purchase and Sale Agreement
On September 26, 2014,
Reven Housing Texas, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, entered into a Single
Family Homes Real Estate Purchase and Sale Agreement (the “Agreement”) with Red Door Housing, LLC, a Texas limited
liability company (the “Houston 100 Seller”), to purchase a portfolio of up to 100 single-family homes located in the
Houston, Texas, metropolitan area from the Seller. The Agreement was filed as an exhibit to the Company’s Current Report
on Form 8-K filed with the SEC on September 30, 2014.
On March 7, 2016, the
Buyer and Seller entered into a Sixth Amendment to the Agreement (the “Sixth Amendment”), pursuant to which the parties
further amended the Agreement to extend the closing date and the Buyer’s due diligence period to no later than April 30,
2016.
The foregoing description
of the Sixth Amendment is qualified in its entirety by reference to the full text of the Sixth 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 |
Sixth Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (Houston 100) dated December 29, 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.
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REVEN HOUSING REIT, INC. |
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Dated: March 10, 2016 |
/s/ Chad M. Carpenter |
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Chad M. Carpenter, |
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Chief Executive Officer |
Exhibit 10.1
SIXTH AMENDMENT TO
SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT
THIS SIXTH AMENDMENT TO SINGLE FAMILY HOMES
REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Sixth Amendment”) is made as of March 4, 2016 between
RED DOOR HOUSING, LLC, a Texas limited liability company (“Seller”) and REVEN HOUSING TEXAS, 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 September 26, 2014, pursuant to which Seller agreed to sell to
Buyer and Buyer agreed to purchase from Seller, 100 single family homes in the State of Texas, as amended by that certain First
Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of January 26, 2015, that certain Second Amendment
to Single Family Homes Real Estate Purchase and Sale Agreement dated as of May 11, 2015, that certain Third Amendment to Single
Family Homes Real Estate Purchase and Sale Agreement dated as of August 12, 2015, that certain Fourth Amendment to Single Family
Homes Real Estate Purchase and Sale Agreement dated as of September 23, 2015, and that certain Fifth Amendment to Single Family
Homes Real Estate Purchase and Sale Agreement dated as of December 29, 2015 (as amended, the “Agreement”).
B. Seller and Buyer desire to amend the
Agreement in accordance with the terms of this Sixth 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,
Buyer and Seller 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. | Due Diligence Period. 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 “Acceleration of the Due Diligence Period and Closing Date” provision in the Basic Terms and Section
7 below, the period commencing on the Effective Date and ending on April 30, 2016.”
| 3. | Basic Terms. The Acceleration of the Due Diligence Period and Closing Date pursuant to the
Basic Terms of the Agreement is hereby deleted in its entirety and amended to read as follows: |
“Acceleration
of the Due Diligence Period and Closing Date: Upon five (5) business days’ written notice from Buyer to Seller and subject
to Section 5 of this Agreement, Buyer may elect to purchase from Seller any or all of the properties listed on Exhibit A
attached hereto by delivering written notice (the “Property Notice”) of its election to accelerate the
Due Diligence Period and Closing Date on those properties listed in the Property Notice (the “Accelerated Closing”
and the date specified in the Property Notice shall be the “Accelerated Closing Date”). For the avoidance
of doubt, the terms of the Agreement shall remain in effect for those properties not included in the Property Notice.”
| 4. | Due Diligence Period; Post-Closing Inspection Reports. Section 7(a) of the Agreement is hereby deleted in its entirety
and amended to read as follows: |
“(a) Subject
to the “Acceleration of the Due Diligence Period and Closing Date” provision in the Basic Terms, Buyer shall have a
period commencing on the Effective Date and ending at 6:00 PM Pacific Time on April 30, 2016 (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.”
| 5. | Governing Law. This Sixth Amendment shall be governed by the laws of the State of Texas. |
| 6. | Full Force and Effect. Except as modified by this Sixth Amendment, the Agreement is unchanged, and is hereby ratified
and acknowledged by Buyer and Seller to be in full force and effect. |
| 7. | Counterparts. This Sixth 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 Sixth
Amendment shall constitute an original for all purposes. |
| 8. | Miscellaneous. This Sixth 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 Sixth Amendment and the Agreement,
the provisions of this Sixth Amendment shall govern and control. This Sixth Amendment shall be binding upon and shall inure to
the benefit of Buyer and Seller and their respective successors and assigns, if any. |
IN WITNESS WHEREOF, the undersigned parties
have caused this Fifth Amendment to be duly executed as of the day and year first written above.
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SELLER |
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RED DOOR HOUSING, LLC, |
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a Texas limited liability company |
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By: |
/s/ Ricky Williams |
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Ricky Williams, Manager |
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BUYER |
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REVEN HOUSING TEXAS, LLC, |
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a Delaware limited liability company |
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By: |
REVEN HOUSING REIT, INC., |
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a Maryland corporation, |
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its sole member |
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By: |
/s/ Chad Carpenter |
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Chad Carpenter, |
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Chief Executive Officer |
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