UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement. |
On March 31, 2021, NexPoint Real Estate Finance Inc. (the “Company”), its operating partnership NexPoint Real Estate Finance Operating Partnership, L.P. and its manager NexPoint Real Estate Advisors VII, L.P. entered into separate equity distribution agreements (the “Equity Distribution Agreements”), with each of Raymond James & Associates, Inc. (“Raymond James”), Robert W. Baird & Co. (“Baird”), Keefe, Bruyette & Woods, Inc. (“KBW”), and Virtu Americas LLC (“Virtu”), pursuant to which the Company could issue and sell from time to time shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), and shares of the Company’s 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), having an aggregate offering price of up to $100,000,000.
Effective as of December 16, 2021, or the termination date, the Company terminated each Equity Distribution Agreement. The Company did not incur any termination penalties as a result of the termination of the Equity Distribution Agreements. As of the termination date, pursuant to the Equity Distribution Agreements, the Company had sold 532,694 shares of Common Stock and 0 shares of Series A Preferred Stock for total gross sales of $11,264,236.83. A maximum aggregate public offering price of $88,735,763 remained unsold under the Equity Distribution Agreements. The amount of such maximum aggregate offering price is available for future offerings of any securities registered pursuant to the Company’s registration statement on Form S-3 (File No. 333-251854), which was declared effective on March 31, 2021.
A description of the material terms and conditions of the terminated Equity Distribution Agreements with each of Raymond James, Baird, KBW and Virtu is set forth in the Company’s Current Report on Form 8-K filed on March 31, 2021 and the description of those terms and conditions is incorporated herein by reference.
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.
| NEXPOINT REAL ESTATE FINANCE, INC. | ||
| By: | /s/ Brian Mitts | |
| Name: | Brian Mitts | |
| Title: | Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer | |
Date: December 16, 2021