false 0001755755 0001755755 2023-01-17 2023-01-17

 

 

 

 

 

 

 

 

Registrant’s telephone number, including area code: (214) 276-6300

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 1.01         Entry into a Material Definitive Agreement.

 

 

The information set forth in Item 1.02 below is incorporated by reference into this Item 1.01.

 

Item 1.02         Termination of a Material Definitive Agreement.

 

 

On January 17, 2023, VineBrook Homes Trust, Inc. (the “Company”), through its indirect subsidiary VB Seven, LLC (“Buyer”), entered into a Termination Agreement and Release (the “Tusk Termination Agreement”) with SOF-XI Term Holdings, L.P. (the “Term Holdings Seller”) and SOF-XI Term Parent Holdings, L.P (together with Term Holdings Seller, the “Tusk Sellers”). Pursuant to the terms of the Tusk Termination Agreement, the Buyer and Tusk Sellers agreed to terminate the Buyer’s acquisition of the Tusk portfolio of homes pursuant to an interest purchase agreement (the “Tusk Purchase Agreement”), the terms of which were previously disclosed. The Buyer and Tusk Sellers also agreed that Buyer forfeited its initial deposit to the Tusk Sellers. The Buyer and the Tusk Sellers also agreed to a mutual release of claims.

 

 

On January 17, 2023, the Company, through the Buyer, entered into a Termination Agreement and Release (the “Siete Termination Agreement”) with the Term Holdings Seller, SOF-XI RS Holdings, L.P. (“RS Holdings”) and SFR Master Holding, L.P. (together with Term Holdings Seller and RS Holdings, the “Siete Sellers”). Pursuant to the terms of the Siete Termination Agreement, the Buyer and Siete Sellers agreed to terminate the Buyer’s acquisition of the Siete portfolio of homes pursuant to an interest purchase agreement (the “Siete Purchase Agreement”), the terms of which were previously disclosed. The Buyer and Siete Sellers also agreed that Buyer forfeited its initial deposit to the Siete Sellers. The Buyer and the Siete Sellers also agreed to a mutual release of claims.

 

For additional information regarding the Tusk Purchase Agreement and the Siete Purchase Agreement, see the description included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2022, which is incorporated by reference herein. Further, references to the Tusk Purchase Agreement and the Siete Purchase Agreement are qualified in their entirety by the terms and conditions of the Tusk Purchase Agreement and Siete Purchase Agreement, where are filed as Exhibits 2.1 and 2.2, respectively, to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 filed by the Company with the SEC on November 14, 2022, which are incorporated by reference herein.

 

 

 

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.

 

 

Date: January 23, 2023