As filed with the Securities and Exchange Commission on September 29, 2014
File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
NexPoint Residential Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 47-1881359 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 300 Crescent Court, Suite 700, Dallas, Texas | 75201 | |
| (Address of principal executive offices) | (Zip Code) | |
(972) 628-4100
(Telephone number, including area code)
Copies to:
Brian Mitts Chief Financial Officer, Executive VP-Finance and Treasurer NexPoint Real Estate Advisors, L.P. 300 Crescent Court, Suite 700 Dallas, Texas 75201 | David J. Lowery Charles T. Haag Jones Day 2727 North Harwood Street Dallas, Texas 75201 |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| Common Stock, par value $0.01 per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
NexPoint Residential Trust, Inc.
Information Required in Registration Statement
Cross-Reference Sheet Between Information Statement and Items of Form 10
Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
| Item 1. | Business. |
The information required by this item is contained under the sections of the information statement entitled “Summary,” “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” “The Spin-Off,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business and Properties,” “Certain Relationships and Related Person Transactions,” “Our Relationship With NHF Following theSpin-Off,” “U.S. Federal Income Tax Considerations” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
| Item 1A. | Risk Factors. |
The information required by this item is contained under the sections of the information statement entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.” Those sections are incorporated herein by reference.
| Item 2. | Financial Information. |
The information required by this item is contained under the sections of the information statement entitled “Summary—Summary Historical and Pro Forma Financial and Operating Data,” “Selected Historical and Pro Forma Financial and Operating Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference.
| Item 3. | Properties. |
The information required by this item is contained under the sections of the information statement entitled “Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business and Properties.” Those sections are incorporated herein by reference.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management. |
The information required by this item is contained under the section of the information statement entitled “Stock Ownership.” That section is incorporated herein by reference.
| Item 5. | Directors and Executive Officers. |
The information required by this item is contained under the sections of the information statement entitled “Our Advisor, the Advisory Agreement and Our Property Manager” and “Management.” Those sections are incorporated herein by reference.
| Item 6. | Executive Compensation. |
The information required by this item is contained under the sections of the information statement entitled “Our Advisor, the Advisory Agreement and Our Property Manager,” “Advisor and Property Manager Compensation,” and “Executive and Director Compensation.” Those sections are incorporated herein by reference.
| Item 7. | Certain Relationships and Related Transactions, and Director Independence. |
The information required by this item is contained under the sections of the information statement entitled “Our Advisor, the Advisory Agreement and Our Property Manager,” “Advisor and Property Manager Compensation,” “Management,” “Executive and Director Compensation,” “Certain Relationships and Related Person Transactions,” “Our Relationship With NHF following the Spin-Off” and “Policies with Respect to Certain Activities.” Those sections are incorporated herein by reference.
| Item 8. | Legal Proceedings. |
The information required by this item is contained under the section of the information statement entitled “Business and Properties—Legal Proceedings.” That section is incorporated herein by reference.
| Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters. |
The information required by this item is contained under the sections of the information statement entitled “Summary,” “The Spin-Off,” “Distributions,” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
| Item 10. | Recent Sales of Unregistered Securities. |
Not applicable.
| Item 11. | Description of Registrant’s Securities to be Registered. |
The information required by this item is contained under the sections of the information statement entitled “Summary,” “The Spin-Off” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
| Item 12. | Indemnification of Directors and Officers. |
The information required by this item is contained under the section of the information statement entitled “Certain Provisions of Maryland Law and Our Charter and Bylaws—Indemnification and Limitation of Directors’ and Officers’ Liability.” That section is incorporated herein by reference.
| Item 13. | Financial Statements and Supplementary Data. |
The information required by this item is contained under the sections of the information statement entitled “Summary—Summary Historical and Pro Forma Financial and Operating Data,” “Selected Historical and Pro Forma Financial and Operating Data” and “Index to Financial Statements” (and the financial statements and related notes referenced therein). Those sections and the financial statements and related notes referenced therein are incorporated herein by reference.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Not applicable.
| Item 15. | Financial Statements and Exhibits. |
(a) Financial Statements
The information required by this item is contained under the sections of the information statement entitled “Selected Historical and Pro Forma Financial and Operating Data” and “Index to Financial Statements” (and the financial statements and related notes referenced therein). Those sections and the financial statements and related notes referenced therein are incorporated herein by reference.
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(b) Exhibits
The following documents are filed as exhibits hereto:
Exhibit |
| |
| 2.1* | Form of Separation and Distribution Agreement | |
| 3.1* | Articles of Amendment and Restatement of NexPoint Residential Trust, Inc. | |
| 3.2* | Amended and Restated Bylaws of NexPoint Residential Trust, Inc. | |
| 10.1* | Agreement of Limited Partnership of NexPoint Residential Trust Operating Partnership, L.P. | |
| 10.2* | Form of Advisory Agreement by and between NexPoint Residential Trust, Inc., NexPoint Residential Trust Operating Partnership, L.P. and NexPoint Real Estate Advisors, L.P. | |
| 10.3* | Form of Registration Rights Agreement by and between NexPoint Residential Trust, Inc. and NexPoint Real Estate Advisors, L.P. | |
| 10.4* | Form of Director and Officer Indemnification Agreement | |
| 21.1* | List of Subsidiaries of NexPoint Residential Trust, Inc. | |
| 99.1** | Preliminary Information Statement of NexPoint Residential Trust, Inc., subject to completion, dated September 29, 2014 | |
| * | To be filed by amendment. |
| ** | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| NexPoint Residential Trust, Inc. | ||
By: | /s/ James Dondero | |
Name: James Dondero Title: President | ||
Date: September 29, 2014
