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): June 13, 2023
VINEBROOK HOMES TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland | 000-56274 | 83-1268857 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
300 Crescent Court, Suite 700 Dallas, Texas, 75201 |
(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:
| ☐ | 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 |
| N/A | | N/A | | N/A |
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.
Convertible Notes
On June 13, 2023, Highland Income Fund (the “Fund”), a fund managed by an affiliate of NexPoint Advisors V, L.P., the external adviser of VineBrook Homes Trust, Inc. (the “Company”) loaned $11 million to NexPoint SFR Operating Partnership, L.P. (the “SFR OP”) in exchange for $11 million of 7.50% convertible notes of the SFR OP (the “SFR OP Convertible Notes”). The SFR OP Convertible Notes bear interest at 7.50%, are interest only during the term of the SFR OP Convertible Note and mature on June 30, 2027. From August 1, 2022 through March 31, 2027, the SFR OP Convertible Notes are convertible into SFR OP Units of the SFR OP at the election of the holder at the then-current net asset value, subject to certain required approvals and limitations, including the SFR OP’s right to prohibit conversion if, among other things, conversion would negatively impact NexPoint Homes Trust, Inc.’s real estate investment trust status or cause NexPoint Homes Trust, Inc. to own less than 50.0% of the SFR OP.
The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the form of SFR OP Convertible Notes, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number | Exhibit Description |
| | |
| 10.1 | |
| | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
VINEBROOK HOMES TRUST, INC. |
| |
| /s/ Brian Mitts |
| Name: | Brian Mitts |
| Title: | President, Chief Financial Officer, Assistant Secretary and Treasurer |
Date: June 15, 2023
