NexPoint Real Estate Finance, Inc 8-K, filed Oct 1, 2025
NexPoint Real Estate Finance, Inc. (NREF)
About this 8-K
NexPoint Real Estate Finance, Inc filed this 8-K on October 1, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number) |
(IRS Employer
Identification No.) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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NEXPOINT REAL ESTATE FINANCE, INC.
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By:
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/s/ Paul Richards
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Name: Paul Richards
Title: Chief Financial Officer, Executive Vice President-Finance, Assistant Secretary and Treasurer
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Exhibit 1.1
Execution Version
SECOND AMENDMENT TO
DEALER MANAGER AGREEMENT
October 1, 2025
NexPoint Securities, Inc.
200 Crescent Court, Suite 700
Dallas, Texas 75201
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RE: |
NexPoint Real Estate Finance, Inc. |
Ladies and Gentlemen:
This Second Amendment to Dealer Manager Agreement, dated October 1, 2025 (this “Amendment”) amends the Dealer Manager Agreement dated November 2, 2023, as amended by the Amendment to Dealer Manager Agreement, dated March 14, 2025 (as amended, the “Dealer Manager Agreement”), by and between NexPoint Real Estate Finance, Inc. (the “Company”) and NexPoint Securities, Inc. (the “Dealer Manager”).
RECITALS
The Company and the Dealer Manager desire to amend the Dealer Manager Agreement as set forth herein.
AGREEMENTS
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1. |
Representations and Warranties of the Company. The representations and warranties of the Company set forth in Section 1 of the Dealer Manager Agreement are true and correct in all material respects as of the date hereof as though made on and as of the date hereof. |
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2. |
Amendment. The first paragraph of the preamble of the Dealer Manager Agreement is hereby amended and restated in its entirety as follows: |
NexPoint Real Estate Finance, Inc. (the “Company”) is a Maryland corporation that qualified to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ended December 31, 2020. The Company proposes to offer (the “Offering”) up to 17,200,000 shares (the “Shares”) of the Company’s Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series B Preferred Stock”). The offering also covers the shares of the Company’s common stock, par value $0.01 per share that may be issuable upon redemption of the Series B Preferred Stock. Each Share will be sold at a public offering price of $25.00 per share.
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3. |
Effect of Amendment. This Amendment is limited as specified and shall not constitute a modification, amendment or waiver of any other provision of the Dealer Manager Agreement. Except as specifically amended by this Amendment, all other provisions of the Dealer Manager Agreement are hereby ratified and remain in full force and effect. |
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4. |
Single Document. From and after the date hereof, all references to the Dealer Manager Agreement shall be deemed to be references to the Dealer Manager Agreement as amended by this Amendment. |
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5. |
Severability. In the event that any provision of this Amendment or the application of any provision of this Amendment is declared to be invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Amendment shall not be affected. |
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6. |
Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Company and the Dealer Manager and their heirs, executors, administrators, successors, legal representatives and permitted assigns. |
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7. |
Headings. The headings in this Amendment are for convenience only. They shall not be deemed part of this Amendment and in no way define, limit, extend or describe the scope or intent of any provisions hereof. |
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8. |
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, all of which shall constitute the same instrument and all of which together shall constitute the agreement of the parties. For purposes of executing this Amendment, a document signed and transmitted electronically shall be treated as an original document. The signature of any party thereon shall be considered an original signature, and the document transmitted shall be considered to have the same binding legal effect as an original signature on an original document. |
[Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have each duly executed this Amendment as of the day and year set forth above.
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THE COMPANY: |
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NEXPOINT REAL ESTATE FINANCE, INC. |
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By: |
/s/ Paul Richards |
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Name: |
Paul Richards |
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Title: |
Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer |
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Accepted as of the date first above written: |
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THE DEALER MANAGER: |
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NEXPOINT SECURITIES, INC. |
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By: |
/s/ Dustin Norris |
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Name: Title: |
Dustin Norris President |
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Exhibit 3.1
Execution Version
NEXPOINT REAL ESTATE FINANCE, INC.
ARTICLES SUPPLEMENTARY
9.00% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK
NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST: By Articles Supplementary filed with the SDAT on November 2, 2023 (the “Prior Articles Supplementary”), the Corporation classified and designated 16,000,000 shares (the “Prior Shares”) of its authorized but unissued preferred stock, par value $0.01 per share (“Preferred Stock”), as a separate series of Preferred Stock designated as the “9.00% Series B Cumulative Redeemable Preferred Stock” of the Corporation (the “Series B Preferred Stock”), and set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of such Series B Preferred Stock, all as set forth in the Prior Articles Supplementary.
SECOND: The Board of Directors of the Corporation (the “Board”), or a duly authorized committee thereof, adopted resolutions on or as of November 1, 2023 that authorized the issuance of up to all of the Prior Shares of Series B Preferred Stock.
THIRD: Pursuant to authority expressly vested in the Board by Article VI of the Articles of Amendment and Restatement of the Corporation (which, as amended and supplemented from time to time, together with these Articles Supplementary, are referred to herein as the “Charter”) and Section 2-208 of the Maryland General Corporation Law, the Board adopted resolutions on or as of September 30, 2025 that duly classified and designated 1,200,000 shares (the “Additional Shares”) of authorized but unissued Preferred Stock as additional shares of Series B Preferred Stock, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set forth in the Prior Articles Supplementary. After giving effect to the foregoing classification and designation, the total number of shares of Series B Preferred Stock that the Corporation has the authority to issue under the Charter is 17,200,000 shares.
FOURTH: The Additional Shares of Series B Preferred Stock have been classified and designated by the Board under the authority contained in the Charter, such that the Additional Shares of Series B Preferred Stock classified and designated herein combined with the Prior Shares of Series B Preferred Stock classified and designated in the Prior Articles Supplementary will comprise one and the same series of Preferred Stock of the Corporation.
FIFTH: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
SIXTH: These Articles Supplementary shall be effective at the time the SDAT accepts these Articles Supplementary for record.
SEVENTH: The undersigned President of the Corporation acknowledges these Articles Supplementary to be the act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[Signature page follows.]
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and witnessed by its Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer on October 1, 2025.
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WITNESS: |
NEXPOINT REAL ESTATE FINANCE, INC. | ||
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/s/ Paul Richards |
By: | /s/ James Dondero | |
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Name: Paul Richards |
Name: James Dondero | ||
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Title: Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer |
Title: President | ||
Exhibit 5.1
October 1, 2025
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NexPoint Real Estate Finance, Inc. 300 Crescent Court, Suite 700 Dallas, Texas 75201 |
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Re: |
NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”) -- Issuance and sale of up to 3,482,858 shares (the “Shares”) of 9.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), of the Company pursuant to a Registration Statement on Form S-3 (Registration No. 333-276177) filed with the United States Securities and Exchange Commission (the “Commission”) on or about December 20, 2023 and declared effective on December 29, 2023 (the “Registration Statement”) |
Ladies and Gentlemen:
We have acted as Maryland corporate counsel to the Company in connection with the registration of the Shares under the Securities Act of 1933, as amended (the “Act”), by the Company pursuant to the Registration Statement. We understand that, as of the date hereof, the Company has sold 13,717,142 shares of Series B Preferred Stock, and, accordingly, up to 3,482,858 Shares may be issued and sold pursuant to the Registration Statement, the Prior Prospectus Supplement and the Prospectus Supplement (as such terms are defined herein). You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
(i) the corporate charter of the Company (the “Charter”) represented by Articles of Incorporation filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on June 7, 2019, Articles of Amendment filed with the Department on June 20, 2019, Articles of Amendment filed with the Department on July 12, 2019, Articles of Amendment and Restatement filed with the Department on February 3, 2020, Articles Supplementary filed with the Department on July 20, 2020, Articles Supplementary filed with the Department on March 31, 2021, Articles Supplementary filed with the Department on November 2, 2023 (the “2023 Series B Articles Supplementary”), and Articles Supplementary filed with the Department on October 1, 2025 (the “2025 Series B Articles Supplementary” and together with the 2023 Series B Articles Supplementary, the “Series B Articles Supplementary”);
(ii) the Bylaws of the Company, adopted on or as of June 10, 2019 (the “2019 Bylaws”), the Amended and Restated Bylaws of the Company, adopted on or as of February 3, 2020 (the “2020 Bylaws”), the Amended and Restated Bylaws of the Company, adopted on or as of May 4, 2021 (the “2021 Bylaws”), the Amended and Restated Bylaws of the Company, adopted on or as of February 22, 2023 (the “2023 Bylaws”), and the Second Amended and Restated Bylaws of the Company, adopted on or as of January 3, 2024 (the “2024 Bylaws”, and together with the 2019 Bylaws, the 2020 Bylaws, the 2021 Bylaws and the 2023 Bylaws, collectively, the “Bylaws”);
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(iii) Written Consent of Sole Director in Lieu of Organization Meeting, dated as of June 10, 2019 (the “Organizational Resolutions”);
(iv) certain resolutions adopted by the Board of Directors of the Company (the “Board of Directors”) relating to, among other things, the authorization of the issuance of the Shares (the “Directors’ Resolutions”);
(v) the Registration Statement and the related base prospectus, dated December 29, 2023, and the related prospectus supplement dated March 14, 2025 (the “Prior Prospectus Supplement”), as amended and supplemented by Amendment No. 1 to prospectus supplement dated October 1, 2025 (the “Prospectus Supplement”), each in the form filed or to be filed with the Commission pursuant to the Act;
(vi) a certificate of one or more officers of the Company, dated as of a recent date (the “Officers’ Certificate”), to the effect that, among other things, the Charter, the Bylaws, the Organizational Resolutions and the Directors’ Resolutions are true, correct and complete, have not been rescinded or modified and are in full force and effect on the date of the Officers’ Certificate, and as to the manner of adoption of the Directors’ Resolutions;
(vii) a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland and is duly authorized to transact business in the State of Maryland; and
(viii) such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary to render this opinion, subject to the limitations, assumptions and qualifications noted below.
In reaching the opinions set forth below, we have assumed the following:
(a) each person executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so;
(b) each natural person executing any of the Documents is legally competent to do so;
(c) any of the Documents submitted to us as originals are authentic; any of the Documents submitted to us as certified or photostatic copies conform to the original documents; all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all statements and information contained in the Documents are true and complete; there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise;
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(d) the Officers’ Certificate and all other certificates submitted to us are true and correct both when made and as of the date hereof;
(e) the Company has not, and is not required to be, registered under the Investment Company Act of 1940;
(f) none of the Shares will be issued or transferred in violation of the provisions of Article VII of the Charter or Section 14 of the Series B Articles Supplementary relating to restrictions on ownership and transfer of shares of stock of the Company;
(g) none of the Shares will be issued or sold to an Interested Stockholder of the Company or an Affiliate thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the “MGCL”), in violation of Section 3-602 of the MGCL; and
(h) upon each issuance of any of the Shares subsequent to the date hereof, the total number of shares of Series B Preferred Stock issued and outstanding on the date subsequent to the date hereof on which such Shares are issued, after giving effect to the issuance of such Shares, will not exceed the total number of shares of Series B Preferred Stock that the Company is authorized to issue under the Charter.
Based on the foregoing, and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.
2. The Shares have been duly authorized for issuance by all necessary corporate action on the part of the Company and, when issued and delivered by the Company in exchange for payment therefor in accordance with the Directors’ Resolutions, such Shares will be validly issued, fully paid and non-assessable.
The foregoing opinions are limited to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinions are expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after the date hereof.
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We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference in the Registration Statement, and we further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Shares. We also consent to the identification of our firm as Maryland corporate counsel to the Company in the section of the Registration Statement entitled “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.
| Very truly yours, | |
| /s/ Ballard Spahr LLP |
Exhibit 8.1
October 1, 2025
NexPoint Real Estate Finance, Inc.
300 Crescent Court, Suite 700
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel to NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale of a maximum of 3,482,858 shares of the Company’s 9.00% Series B Cumulative Redeemable Preferred Stock at a public offering price of $25.00 per share (the “Shares”). The Shares are included in the Company’s registration statement on Form S-3 (Registration No. 333-276177), in the form originally filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2023 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), and Amendment No. 1 to prospectus supplement, dated October 1, 2025 (the “Prospectus Supplement”), the prospectus supplement dated March 14, 2025 (the “Prior Prospectus Supplement”) and the accompanying base prospectus dated December 29, 2023 (together with the documents incorporated by reference therein, the “Base Prospectus” and together with the Prospectus Supplement and the Prior Prospectus Supplement, the “Prospectus”), with the Prospectus forming part of the Registration Statement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Prospectus.
In connection with our opinion, we have reviewed and are relying upon:
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the Company’s Articles of Amendment and Restatement, dated as of February 3, 2020, as amended (the “Charter”); |
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the articles supplementary to the Charter, dated July 20, 2020, March 31, 2021, November 2, 2023 and October 1, 2025; |
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the Second Amended and Restated Limited Partnership Agreement of the NexPoint Real Estate Finance Operating Partnership, L.P. (the “OP”), dated March 31, 2021, as amended by the first amendment thereto, dated November 2, 2023, the second amendment thereto, dated October 1, 2025, and in effect as of the date hereof; |
October 1, 2025
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(iv) |
the Contribution and Assignment of Interests Agreement, by and among SFR WLIF, LLC, Series I, a Delaware series limited liability company, NexPoint Real Estate Strategies Fund, a continuously offered, non-diversified, closed-end management investment company, Highland Global Allocation Fund, a diversified, closed-end management investment company, NREF OP I, L.P., a Delaware limited partnership (“NREF OP I”), NREF OP I Holdco, LLC, a Delaware limited liability company, NREF OP I SubHoldco, LLC, a Delaware limited liability company, SFR WLIF, LLC, Series II, a Delaware series limited liability company, Highland Income Fund, a non-diversified, closed-end management investment company, NexPoint Capital, Inc., a Delaware corporation, NREF OP II, L.P., a Delaware limited partnership (“NREF OP II”), NREF OP II Holdco, LLC, a Delaware limited liability company, NREF OP II SubHoldco, LLC, a Delaware limited liability company, NREC TRS, Inc., a Texas corporation, NexPoint Real Estate Capital, LLC, a Delaware limited liability company, NRESF REIT Sub, LLC, a Delaware limited liability company, NexPoint Capital REIT, LLC, a Delaware limited liability company, NexPoint Diversified Real Estate Trust, a Delaware statutory trust formerly known as NexPoint Strategic Opportunities Fund, NREF OP IV, L.P., a Delaware limited partnership (“NREF OP IV”), NREF OP IV REIT Sub, LLC, a Delaware limited liability company (“NREF OP IV REIT Sub”), and NREF OP IV REIT Sub TRS, LLC, a Delaware limited liability company (“NREF OP IV REIT Sub TRS”); |
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the Amended and Restated Limited Partnership Agreement of NREF OP I in effect as of the date hereof; |
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the Amended and Restated Limited Partnership Agreement of NREF OP II in effect as of the date hereof; |
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the Amended and Restated Limited Partnership Agreement of NREF OP IV in effect as of the date hereof; |
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the Limited Liability Company Agreement of NREF OP IV REIT Sub, dated October 8, 2019, as amended by the first amendment thereto, dated March 9, 2021; |
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the Limited Liability Company Agreement of NREF OP IV REIT Sub TRS, dated October 8, 2019; |
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the Registration Statement and the Prospectus; and |
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an executed copy of the Dealer Manager Agreement, dated November 2, 2023, as amended by Amendment to Dealer Manager Agreement, dated March 14, 2025 and the Second Amendment to the Dealer Manager Agreement, dated October 1, 2025, by and between the Company and NexPoint Securities, Inc., as amended. |
October 1, 2025
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together with such other documents, records and instruments that we have deemed necessary or appropriate for purposes of our opinion, and have assumed their accuracy as of the date hereof. For purposes of our review we have also assumed the authenticity of all documents we have examined as well as the genuineness of signatures and the validity of the indicated capacity of each party executing a document. This opinion is based on various facts and assumptions. In addition, we have relied upon (i) certain representations made by the Company and its subsidiaries with respect to certain factual matters set forth in a certificate of an authorized and knowledgeable (with respect to the matters therein) officer of the Company, dated as of the date hereof (the “Company Officer’s Certificate”) and (ii) certain representations made by NREF OP IV REIT Sub with respect to certain factual matters set forth in a certificate of an authorized and knowledgeable (with respect to the matters therein) officer of NREF OP IV REIT Sub, dated as of the date hereof (the “NREF OP IV REIT Sub Officer’s Certificate”). We have also assumed that the conclusion reached in the opinion of Ballard Spahr LLP, counsel for the Company, dated as of the date hereof, with respect to certain matters of Maryland law is correct and complete.
In our capacity as counsel to the Company we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. For purposes of our opinion, we have not made an independent investigation or audit of the facts set forth in the above referenced documents or in the Company Officer’s Certificate or the NREF OP IV REIT Sub Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents, and the conformity to authentic original documents of all documents submitted to us as copies.
Our opinion is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, current administrative rulings, judicial decisions, and other applicable authorities, all as in effect on the date hereof. All of the foregoing authorities are subject to change or new interpretation, both prospectively and retroactively, and such changes or interpretation, as well as changes in the facts as they have been represented to us or assumed by us, could affect our opinion. Our opinion is rendered only as of the date hereof and we undertake no responsibility to update this opinion after this date. Our opinion does not foreclose the possibility of a contrary determination by the Internal Revenue Service (the “IRS”) or by a court of competent jurisdiction, or of a contrary position by the IRS or Treasury Department in regulations or rulings issued in the future.
Based on the foregoing, and subject to the limitations, qualifications and exceptions set forth herein, we are of the opinion that:
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(1) |
commencing with the Company’s taxable year ended December 31, 2020, the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and the Company’s current and proposed method of operation will enable it to satisfy the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2025 and subsequent taxable years; and |
October 1, 2025
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(2) |
the statements set forth in the Prospectus constituting part of the Registration Statement under the caption “Material U.S. Federal Income Tax Considerations” insofar as such statements purport to summarize United States federal income tax laws or provisions of documents referred to therein, present fair summaries of such laws and documents in all material respects. |
The Company’s qualification and taxation as a REIT depend upon the Company’s ability to meet on a continuing basis, through actual annual operating and other results, the various requirements under the Code with regard to, among other things, the sources of gross income, the composition of assets, the level of distributions to stockholders, and the diversity of its stock ownership. Winston & Strawn LLP undertakes no responsibility to review, and will not review, the Company’s compliance with these requirements on a continuing basis. Accordingly, no assurance can be given that the actual results of the Company’s operations, the nature of its assets, the amount and types of its gross income, the level of its distributions to stockholders and the diversity of its stock ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT.
Other than as expressly stated above, we express no opinion on any issue relating to the Company, the OP, the Manager or any of the Company’s subsidiaries or to any investment therein.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference in the Prospectus constituting a part of the Registration Statement, and to the reference to us under the captions “Material U.S. Federal Income Tax Considerations” and “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, | |
| /s/ Winston & Strawn LLP |
Exhibit 10.1
Execution Version
SECOND AMENDMENT
TO
SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P.
a Delaware limited partnership
THIS SECOND AMENDMENT (this “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of NexPoint Real Estate Finance Operating Partnership, L.P. (the “Partnership”), dated as of October 1, 2025, is entered into by NexPoint Real Estate Finance OP GP, LLC, a Delaware limited liability company (the “General Partner”) on behalf of the Partnership pursuant to its agreement of limited partnership (as now or hereafter amended, restated, modified, supplemented, or replaced, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement, unless the context shall otherwise require.
WHEREAS, the Partnership was formed on June 7, 2019 and the original agreement of limited partnership of the Partnership (the “Original Agreement”) was entered into as of June 10, 2019;
WHEREAS, the Original Agreement was amended and restated as of February 11, 2020 and subsequently amended on July 20, 2020, July 24, 2020, September 30, 2020, October 26, 2020 and March 31, 2021, further amended and restated on September 8, 2021 and subsequently amended on November 2, 2023;
WHEREAS, Section 4.2 of the Agreement authorizes the General Partner, following the direction and approval of the Board of Directors, to cause the Partnership from time to time to issue Partnership Units or other Partnership Interests, in each case in exchange for the contribution by such Person of property or other assets, in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences, redemption and conversion rights and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner (following the direction and approval of the Board of Directors) subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership;
WHEREAS, the General Partner desires to (a) increase the number of authorized Series B Preferred Units (the “Additional Series B Preferred Units”) and (b) cause the Partnership to issue to NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), the Additional Series B Preferred Units from time to time in exchange for contribution by the Company of the net proceeds from its offering of 9.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share of the Company; and
WHEREAS, in accordance with Sections 4.2, 7.1, 14.1 and any other applicable sections of the Agreement, the General Partner has authorized the additional issuance of the Series B Preferred Units as set forth above and prepared and approved this Amendment, in each case following the direction and approval of the Board of Directors.
NOW THEREFORE, the General Partner, following the direction and approval of the Board of Directors, amends the Agreement as follows:
AGREEMENTS
Section 1. Terms and Conditions of Series B Preferred Units. The last sentence of Section 1 of Annex A of the Agreement is hereby deleted and replaced with the following: “The number of authorized Series B Preferred Units shall be 17,200,000.”
Section 2. Miscellaneous.
(a) Effect of Amendment. This Amendment is limited as specified and shall not constitute a modification, amendment or waiver of any other provision of the Agreement. Except as specifically amended by this Amendment, all other provisions of the Agreement are hereby ratified and remain in full force and effect.
(b) Single Document. From and after the date hereof, all references to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment.
(c) Severability. In the event that any provision of this Amendment or the application of any provision of this Amendment is declared to be invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Amendment shall not be affected.
(d) Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.
(e) Headings. The headings in this Amendment are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first written above.
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GENERAL PARTNER |
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NexPoint Real Estate Finance OP GP, LLC, a Delaware limited liability company |
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By: |
/s/ Paul Richards |
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Name: Paul Richards |
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Title: President, Secretary and Treasurer |