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EX-99.1 - EX-99.1 - Nexpoint Multifamily Capital Trust, Inc. | d426740dex991.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): August 4, 2017
NexPoint Multifamily Capital Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 333-200221 | 46-4106316 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
300 Crescent Court
Suite 700
Dallas, Texas 75201
(Address of principal executive offices)
(972) 628-4100
(Registrants telephone number, including area code)
N/A
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 8.01 is incorporated by reference into this Item 3.03.
Item 7.01 Regulation FD Disclosure.
On August 4, 2017, we issued a letter to our stockholders regarding the termination of our distribution reinvestment plan, or the DRIP. A copy of the letter to stockholders is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.
Item 8.01 Other Events.
Termination of Distribution Reinvestment Plan
On July 21, 2017, NexPoint Multifamily Capital Trust, Inc. (the Company) filed a post-effective amendment to its registration statement on Form S-11 (SEC File No. 333-200221) to terminate its continuous public offering of shares, including shares issuable pursuant to its distribution reinvestment plan (the DRIP) and to deregister all unsold shares. On the same date, the Company filed a registration statement on Form S-11 for an underwritten public offering. As a result of the termination of the DRIP, beginning with the distributions declared by the Companys board of directors (the Board) for the month of July 2017, which are payable in August 2017, and continuing until such time as the Board may approve the resumption of the DRIP, if ever, all distributions declared by the Board will be paid to our stockholders in cash. We will mail checks for these distribution payments to stockholders who formerly participated in the DRIP to the stockholders addresses as reflected in our records. The suspension of the DRIP will not affect the payment of distributions to stockholders who previously received their distributions in cash.
Forward-Looking Statements
This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to future events or the future performance or operations 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 update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 | Letter to Stockholders of NexPoint Multifamily Capital Trust, Inc., dated August 4, 2017. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NexPoint Multifamily Capital Trust, Inc.
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Dated: August 7, 2017 | By: | /s/ Brian Mitts | ||
Name: | Brian Mitts | |||
Title: | Chief Financial Officer, Executive Vice President-Finance, Treasurer and Director |