Attached files
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EX-99.3.2 - AMENDED AND RESTATED BYLAWS OF THE COMPANY - NexPoint Capital, Inc. | d931904dex9932.htm |
EX-99.3.1 - CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE - NexPoint Capital, Inc. | d931904dex9931.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 14, 2015
NEXPOINT CAPITAL, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 814-01074 | 38-3926499 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
300 Crescent Court, Suite 700
Dallas, Texas 75201
(Address of Principal Executive Offices)(Zip Code)
Registrants telephone number, including area code: (972) 628-4100
(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 obligation 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 2.02 Results of Operations and Financial Condition
On May 14, 2015, the board of directors of NexPoint Capital, Inc. (the Company) declared a cash distribution of $0.058 per share of the Companys common stock, par value $0.001 per share, to be paid on June 30, 2015 to the Companys stockholders of record on June 22, 2015. Based on the Companys current public offering price of $10.00 per share, the distribution represents an annualized rate of approximately 7.0%.
Certain Information about Distributions
The determination of the tax attributes of the Companys distributions is made annually as of the end of the Companys fiscal year based upon its taxable income and distributions paid, in each case, for the full fiscal year. Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full fiscal year. The actual tax characteristics of distributions to stockholders will be reported to stockholders annually on Form 1099-DIV. The payment of future distributions on shares of the Companys common stock is subject to the discretion of the Companys board of directors and applicable legal restrictions and, therefore, there can be no assurance as to the amount or timing of any such future distributions.
The Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including the reimbursement of certain expenses by the Companys investment adviser, offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets or non-capital gains proceeds from the sale of assets. If distributions exceed the Companys net investment income or earnings, a portion of the distributions made by the Company may represent a return of capital for tax purposes. There can be no assurance that the Company will be able to sustain the current distributions in the future or pay distributions at all.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 14, 2015, the board of directors of the Company approved the change of the Companys registered agent in Delaware from the Corporation Service Company to The Corporation Trust Company, and approved the amended and restated bylaws of the Company (the Amended and Restated ByLaws) reflecting such change. On May 20, 2015, the Company filed a Certificate of Change of Registered Agent and/or Registered Office (the Certificate of Change) with the State of Delaware Secretary of State to effectuate the change.
A copy of the Certificate of Change is attached as Exhibit 3.1 to this Current Report on Form 8-K, and a copy of the Amended and Restated Bylaws is attached as Exhibit 3.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
EXHIBIT |
DESCRIPTION | |
3.1 | Certificate of Change of Registered Agent and/or Registered Office | |
3.2 | Amended and Restated Bylaws of the Company |
Forward-Looking Statements
This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to the future performance and operation of the Company. Words such as believes, expects, projects and future or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the filings the Company makes with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, NexPoint Capital, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEXPOINT CAPITAL, INC. | ||||||||
Date: May 20, 2015 | By: | /s/ Brian Mitts | ||||||
Name: | Brian Mitts | |||||||
Title: | Vice President and Chief Financial Officer |