UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 7, 2016
REVEN HOUSING REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-37865 | 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.
| 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 240.14a-12)) |
| 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.
Atlanta 50 Purchase and Sale Agreement
On March 15, 2017, Reven Housing REIT, Inc. (the “Company”) closed on the acquisition of 38 properties located in the Atlanta, Georgia metropolitan area, pursuant to that certain Single Family Homes Real Estate Purchase and Sale Agreement (the “Agreement”) with Golden Alliance Management, LLC, a Georgia limited liability company (the “Seller”). The Seller is unaffiliated with the Company.
The contract purchase price for the 38 acquired properties was approximately $2,662,900, exclusive of closing costs. The Company funded 100% of the purchase with cash. The acquired properties average 1,439 square feet and are mostly three-bedroom, two bath homes. Of the acquired properties, 27 are currently subject to one-year leases and 11 are subject to month-to-month leases.
Prior to the closing, the parties entered into an Amendment No. 2 to the Agreement for purposes of revising the Seller’s post-closing covenants to deliver financial statements and records concerning the acquired properties. The foregoing description of the Amendment No. 2 is qualified in its entirety by reference to the full text of the Amendment No. 2, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
| Exhibit No. |
Description | Method of Filing | ||
| 10.1 | Amendment No. 2 dated March 15, 2017 to Single Family Homes Real Estate Purchase and Sale Agreement dated December 7, 2016 | Filed herewith |
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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.
| REVEN HOUSING REIT, INC. | |
| Dated: March 17, 2017 | /s/ Thad L. Meyer |
| Thad L. Meyer, | |
| Chief Financial Officer |
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Exhibit 10.1
AMENDMENT NO. 2 TO REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS AMENDMENT NO. 2 TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of March 15, 2017, by and between GOLDEN ALLIANCE MANAGEMENT, LLC, a Georgia limited liability company (“Seller”), and REVEN HOUSING REIT, INC., a Maryland corporation (“Buyer”).
RECITALS:
WHEREAS, Seller and Buyer entered into that certain Real Estate Purchase and Sale Agreement December 7, 2016, as amended on February 17, 2017 (the “Contract”), pursuant to which Seller agreed to sell to Buyer certain real property consisting of 50 single family homes, including townhomes, in the State of Georgia, as more particularly described in the Contract, together with all of the improvements and structures located thereon, any heating and ventilating systems and other fixtures located therein or thereon, and all rights, interests, benefits, privileges, easements and appurtenances to the land and the Improvements, if any (collectively, the “Premises”); and
WHEREAS, Seller and Buyer desire to further amend the Contract in certain respects, all as more particularly described herein below.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Contract, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, Seller and Buyer hereby agree as follows:
1. Section 6(c) of the Contract is deleted in its entirety and replaced with the following:
“(c) Covenants of Seller. Except as provided in subparagraph (3) below, Seller covenants and agrees that during the period from the date of this Agreement through and including the Closing Date:
(1) Seller will timely pay and perform its obligations under the Leases and any contracts to be assumed by Buyer pursuant hereto.
(2) All tenant repair requests, including move-in punch-list items have been fixed properly or will be fixed properly and paid for before the close of escrow.
(3) Delivery of 8-06 Financials. From the date of this Agreement and until December 31, 2017, Seller agrees to prepare for delivery to Buyer, unaudited income statements, along with accompanying notes, with respect to the Property for the twelve months ended December 31, 2016 (the “Income Statement”). The Income Statement shall be (a) in accordance with the books and records of Seller, (b) present fairly in all material respects the results of operations of the Property for the periods therein specified, (c) prepared in accordance with U.S. generally accepted accounting principles, consistently applied, and Rule 8-06 of Regulation S-X (17 C.F.R. Part 210), and (d) otherwise acceptable to Buyer in its reasonable discretion. Upon request from Buyer, Seller shall also provide to Buyer, any schedules or supporting documentation that Buyer may reasonably request that relate to the transactions included or to be included in the Income Statement. Upon request from Buyer, Seller agrees to cooperate with Buyer, and provide all assistance and access to the books and records of Seller, as required for the audit of the Income Statement. The audit of the Income Statement shall be at Buyer’s expense and shall be conducted by an independent accounting firm registered with the Public Company Accounting Oversight Board retained by Buyer. Upon request from Buyer, Seller shall provide the items listed in Exhibit H attached hereto and incorporated herein, to the extent in Seller’s possession or control.”
2. All capitalized terms found in the Contract shall have the same meaning when used in this Amendment. This Amendment may be executed by facsimile or electronic signatures, which for all purposes shall be deemed to constitute originals. In addition, this Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
3. Except as amended hereby, all terms and provisions of the Contract are and remain in full force and effect as therein written and are reinstated, ratified, and/or confirmed if and to the extent required to affirm the continuing validity of the Contract.
4. In the event of a conflict between the terms of this Amendment and those of the Contract, the terms of this Amendment shall govern and control.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the day and year first above written.
| SELLER | ||
| GOLDEN ALLIANCE MANAGEMENT, LLC, | ||
| a Georgia limited liability company | ||
| By: | /s/ Mohammad Yaqoob | |
| Mohammad Yaqoob, | ||
| Managing Member | ||
| BUYER | ||
| REVEN HOUSING REIT, INC., | ||
| a Maryland corporation | ||
| By: | /s/ Thad Meyer | |
| Thad Meyer, | ||
| Chief Financial Officer | ||