| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 16, 2021, NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with NexPoint Real Estate Finance Operating Partnership, L.P. (the “Operating Partnership”), NexPoint Real Estate Advisors, VII L.P. and Raymond James & Associates, Inc., pursuant to which it agreed to sell $60 million aggregate principal amount of its 5.75% Senior Notes due 2026 (the “Additional Notes”). The Additional Notes are being offered as an additional issue of the Company’s existing $75 million aggregate principal amount of 5.75% Senior Notes due 2026 that the Company issued on April 20, 2021 (the “Initial Notes”). The Additional Notes will be issued under the same indenture as the Initial Notes, will be treated as a single class of debt securities with the Initial Notes and will have the same terms, other than the issue date and offering price.
The Company intends to contribute the net proceeds from this offering into its operating partnership, NexPoint Real Estate Finance Operating Partnership, L.P. (the “OP”), in exchange for OP units. The OP intends to use the net proceeds from this offering to acquire investments that fit within the Company’s investment strategy. The offering is expected to close on or about December 20, 2021, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and covenants, conditions to closing, indemnifications, obligations and termination and other customary provisions. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
On December 16, 2021, the Company issued a press release announcing that it had launched an underwritten public offering of the Additional Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On December 16, 2021, the Company issued a press release announcing the pricing of the Additional Notes offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit
Number | | Exhibit Description |
| |
| 1.1 | | Underwriting Agreement by and among NexPoint Real Estate Finance, Inc., NexPoint Real Estate Finance Operating Partnership, L.P., NexPoint Real Estate Advisors VII, L.P. and Raymond James & Associates, Inc. |
| |
| 99.1 | | Press Release of the Company, dated December 16, 2021 |
| |
| 99.2 | | Press Release of the Company, dated December 16, 2021 |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary Statement regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s current expectations, assumptions and beliefs. Forward-looking statements can often be identified by words such as “anticipate,” “estimate,” “expect,” “intend,” “may,” “should” and similar expressions, and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding the intended use of proceeds and the closing of the notes offering. They are not guarantees of future results and forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement, including the ultimate duration and severity of the COVID-19 pandemic, and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or treat its impact, as well as those described in greater detail in our filings with the Securities and Exchange Commission (the “SEC”), particularly those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should not place undue reliance on any forward-looking statements and are encouraged to review NREF’s other filings with the SEC for a more complete discussion of risks and other factors that could affect any forward-looking statement. The statements made herein speak only as of the date of this press release and except as required by law, NREF does not undertake any obligation to publicly update or revise any forward-looking statements.
