UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 333-200221

 

NexPoint Multifamily Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Maryland

 

46-4106316

(State or other Jurisdiction of

Incorporation or Organization

 

(I.R.S. Employer

Identification No.)

 

300 Crescent Court, Suite 700, Dallas, Texas

 

75201

(Address or Principal Executive Offices)

 

(Zip Code)

(972) 628-4100

(Telephone Number, Including Area Code)

None

(Former name, former address or former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

 

Large Accelerated Filer

o

 

Accelerated Filer

o

NonAccelerated Filer

x

      (Do not check if a smaller reporting company)

Smaller reporting company

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act).  Yes  o   No  x

As of September 24, 2015, the registrant had 22,223 shares of Class A common stock, $0.01 par value, outstanding.

 

 

 


 

EXPLANATORY NOTE

 

This Form 10-Q/A amends the Quarterly Report on Form 10-Q of NexPoint Multifamily Realty Trust Inc. for the quarterly period ended June 30, 2015 (the “Form 10-Q”), as filed with the Securities and Exchange Commission on September 24, 2015, for the sole purpose of furnishing the Interactive Data Files as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.

 

 

 


 

Item 6.

Exhibits 

EXHIBIT INDEX

 

 

 

 

 

Exhibit Number

 

Exhibit Description

 

 

 

3.1

 

Articles of Amendment and Restatement of NexPoint Multifamily Realty Trust, Inc. (included as Exhibit 3.1 to Pre-Effective Amendment No. 2 to the Registration Statement on Form S-11 (File No. 333-200221) filed on July 10, 2015 and incorporated herein by reference).

 

 

 

3.2

 

Bylaws of NexPoint Multifamily Realty Trust, Inc. (included as Exhibit 3.2 to the initial public filing of the Registration Statement on Form S-11 (File No. 333-200221) filed on November 14, 2014 and incorporated herein by reference).

 

 

 

10.1

 

Dealer Manager Agreement by and among NexPoint Multifamily Realty Trust, Inc., NexPoint Real Estate Advisors II, L.P. and Highland Capital Funds Distributor, Inc. (included as Exhibit 1.1 to Pre-Effective Amendment No. 3 to the Registration Statement on Form S-11 (File No. 333-200221) filed on August 11, 2015 and incorporated herein by reference).  

 

 

 

10.2

 

Agreement of Limited Partnership of NexPoint Multifamily Operating Partnership, L.P. (included as Exhibit 10.2 to Pre-Effective Amendment No. 3 to the Registration Statement on Form S-11 (File No. 333-200221) filed on August 11, 2015 and incorporated herein by reference).  

 

 

 

10.3

 

Escrow Agreement by and among NexPoint Multifamily Realty Trust, Inc., UMB Bank, N.A., and Highland Capital Funds Distributor, Inc. (included as Exhibit 10.3 to Pre-Effective Amendment No. 3 to the Registration Statement on Form S-11 (File No. 333-200221) filed on August 11, 2015 and incorporated herein by reference).  

 

 

 

10.4

 

Advisory Agreement by and between NexPoint Multifamily Realty Trust, Inc. and NexPoint Real Estate Advisors II, L.P. (included as Exhibit 10.1 to Pre-Effective Amendment No. 3 to the Registration Statement on Form S-11 (File No. 333-200221) filed on August 11, 2015 and incorporated herein by reference).  

 

 

 

31.1*

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2*

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1*

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS**

 

XBRL Instance Document

 

 

 

101.SCH**

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL**

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF**

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB**

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE**

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

*

These exhibits were previously filed in NexPoint Multifamily Realty Trust Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the Securities and Exchange Commission on September 24, 2015.

**

Filed herewith


 

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 thereunto duly authorized.

 

 

NEXPOINT MULTIFAMILY REALTY TRUST, INC.

 

 

 

Dated: October 13, 2015

 

/s/ Jim Dondero

 

 

Jim Dondero

President

(President)

 

 

 

Dated: October 13, 2015

 

/s/ Brian Mitts

 

 

Brian Mitts

Chief Financial Officer

(Principal Financial Officer)