NexPoint Real Estate Finance, Inc 8-K, filed Jan 10, 2022
NexPoint Real Estate Finance, Inc. (NREF)
8-K
2022-01-10
For: 2022-01-07
View Original
Added on
April 12, 2026
About this 8-K
NexPoint Real Estate Finance, Inc filed this 8-K on January 10, 2022, reporting on events of January 7, 2022.
Items reported
- Item 3.02: Unregistered sale of equity
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): January 7, 2022
(Exact Name Of Registrant As Specified In Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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Identification No.)
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(Address of Principal Executive Offices) (Zip Code)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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 3.02 Unregistered Sales of Equity Securities.
OP Unit Redemption
At the 2021 annual meeting of NexPoint Real Estate Finance, Inc. (the “Company”), the Company’s stockholders approved the potential issuance of 13,758,905.9 shares of the Company’s common stock to related parties in connection with the redemption of their common partnership units (“OP Units”) of NexPoint Real Estate Finance Operating Partnership, L.P. (the “Operating Partnership”) or common partnership units (“SubOP Units”) in the subsidiary partnerships of the Operating Partnership that may be redeemed for OP Units. As previously disclosed, on September 8, 2021, the Company redeemed approximately 1,479,132 OP Units for cash and issued 1,479,132 shares of common stock to the redeeming unitholders for the same cash amount.
On January 7, 2022, the Operating Partnership redeemed 8,496,144.16 SubOP Units for cash and issued 3,721,571.74 Class B OP Units and 4,774,572.42 Class C OP Units to the redeeming unitholders for the same cash amount. Following the issuance of OP Units, on January 7, 2022, the Company redeemed 4,774,572.42 Class C OP Units for cash and issued 4,774,570 shares of common stock to the redeeming unitholders for the same cash amount. An aggregate of approximately $178,758,873 million was paid by the redeeming unitholders in connection with the issuance of the OP Units and an aggregate of approximately $100,456,953 million was paid by the redeeming unitholders in connection with the issuance of the shares. No selling commissions or fees were paid in connection with the issuances.
The Company issued shares of its common stock and the Operating Partnership issued OP Units in reliance upon the exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
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.
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NEXPOINT REAL ESTATE FINANCE, INC.
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/s/ Brian Mitts
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Name: Brian Mitts
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Title: Chief Financial Officer, Executive VP-
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| Finance, Secretary and Treasurer |
Date: January 10, 2022