Attached files
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EX-99.1 - EX-99.1 - NexPoint Real Estate Finance, Inc. | d276084dex991.htm |
EX-1.1 - EX-1.1 - NexPoint Real Estate Finance, Inc. | d276084dex11.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): April 13, 2021
NEXPOINT REAL ESTATE FINANCE, INC.
(Exact Name Of Registrant As Specified In Charter)
Maryland | 001-39210 | 84-2178264 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2515 McKinney Avenue, Suite 1100
Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (833) 697-6246
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 (see General Instruction A.2. below):
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | NREF | New York Stock Exchange | ||
8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | NREF-PRA | New York Stock Exchange |
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.
On April 13, 2021, NexPoint Real Estate Finance, Inc., a Maryland corporation (the Company), entered into an Underwriting Agreement (the Underwriting Agreement) with NexPoint Real Estate Finance Operating Partnership, L.P. (the Operating Partnership), NexPoint Real Estate Advisors, VII L.P. and Raymond James & Associates, Inc., pursuant to which it agreed to sell $75 million aggregate principal amount of its 5.75% senior unsecured notes due 2026 (the Notes). The Company intends to contribute the net proceeds from this offering to the Operating Partnership in exchange for OP units and the OP intends to contribute the net proceeds from this offering to its wholly owned subsidiary partnership (OP IV), for OP IV units. OP IV intends to use the net proceeds from this offering to acquire investments that fit within the Companys investment strategy. The offering is expected to close on or about April 20, 2021, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and covenants, conditions to closing, indemnifications, obligations and termination and other customary provisions. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On April 13, 2021, the Company issued a press release announcing the pricing of the Notes offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Cautionary Statement regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on managements current expectations, assumptions and beliefs. Forward-looking statements can often be identified by words such as anticipate, estimate, expect, intend, may, should and similar expressions, and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding the intended use of proceeds and the closing of the notes offering. They are not guarantees of future results and forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement, including the ultimate geographic spread, duration and severity of the COVID-19 pandemic, and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or treat its impact, as well as those described in greater detail in our filings with the Securities and Exchange Commission, particularly those specifically described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should not place undue reliance on any forward-looking statements and are encouraged to review NREFs other filings with the SEC for a more complete discussion of risks and other factors that could affect any forward-looking statement. The statements made herein speak only as of the date of this press release and except as required by law, NREF does not undertake any obligation to publicly update or revise any forward-looking statements.
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.
NEXPOINT REAL ESTATE FINANCE, INC. | ||
By: | /s/ Brian Mitts | |
Name: Title: |
Brian Mitts Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer |
Date: April 14, 2021