January 17, 2020
BY EDGAR
Folake Ayoola
Senior Counsel, Office of Real Estate and Construction
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Re: | NexPoint Real Estate Finance, Inc. |
Registration Statement on FormS-11
Filed December 24, 2019
FileNo. 333-235698
Ladies and Gentlemen:
NexPoint Real Estate Finance, Inc. (the “Company”) has today filed apre-effective amendment to its Registration Statement on FormS-11 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). On behalf of the Company, we are responding to the comment of the staff of the Division of Corporation Finance of the Commission (the “Staff”) contained in its letter dated January 14, 2020. For ease of reference, the text of the Staff comment is included in bold-face type below, followed by the Company’s response. Except as otherwise provided, page references included in the body of the Company’s response are to the Registration Statement.
Registration Statement Filed on FormS-11
4. Pro Forma Adjustments, pageF-18
| 1. | We note from your disclosure in notes (b) through (f) that balances reflected in the columns of your unaudited pro forma consolidated balance sheet as of September 30, 2019 for SFR Loans, CMBSB-Pieces, Mezzanine Loan, Preferred Equity and Alternative Structured Financing Investment (“ASFI”) represent “the contribution and subsequent results” of the respective assets and liabilities upon the completion of the Formation Transaction. Additionally, we note from note (b) that cash attributable to the SFR Loans consists of monthly payments of interest and principal less interest expense and servicing fees. Please clarify for us what is meant by “subsequent results” and whether or not results of operations subsequent to the Formation Transaction are reflected in any balance sheet line item of your pro forma balance sheet. |
Response:The Company acknowledges the Staff’s comment and advises the Staff that the unaudited pro forma consolidated balance sheet (now as of December 31, 2019) does not include subsequent results of operations. The disclosure in notes (b) though (f) have been updated to clarify this.
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United States Securities and Exchange Commission
January 17, 2020
Page 2 of 2
If you have any questions, please feel free to contact me at 214.453.6494. Thank you for your cooperation and prompt attention to this matter.
| Sincerely, |
| /s/ Charles T. Haag |
| cc: | Brian Mitts, President, NexPoint Real Estate Finance, Inc. |
Justin S. Reinus, Partner, Winston & Strawn LLP
Robert K. Smith, Partner, Hunton Andrews Kurth LLP
James V. Davidson, Partner, Hunton Andrews Kurth LLP
