NREF NexPoint Real Estate Finance Inc

 

 

On March 15, 2022, NexPoint Real Estate Finance, Inc. (the “Company”), the Company’s operating partnership, NexPoint Real Estate Finance Operating Partnership, L.P., and the Company’s 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., Keefe, Bruyette & Woods, Inc., Robert W. Baird & Co. Incorporated and Virtu Americas LLC, pursuant to which the Company may issue and sell from time to time shares of the Company’s common stock and 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), having an aggregate offering price of up to $100,000,000. The Equity Distribution Agreements provide for the issuance and sale of common stock or Series A Preferred Stock by the Company through a sales agent acting as a sales agent or directly to the sales agent acting as principal for its own account at a price agreed upon at the time of sale.

 

Sales of shares, if any, of common stock and Series A Preferred Stock may be made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices.

 

Each sales agent will be entitled to compensation that will not exceed, but may be lower than, 1.5% of the gross sales price per share for any shares of common stock and Series A Preferred Stock sold through it as sales agent from time to time under the applicable Equity Distribution Agreement.

 

The shares of common stock and Series A Preferred Stock will be offered and sold pursuant to the Prospectus Supplement dated March 15, 2022, relating to the Company’s shelf registration statement on Form S-3 (File No. 333-263300). This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of shares of common stock or Series A Preferred Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A form of the Equity Distribution Agreement is filed herewith as Exhibits 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary of the Equity Distribution Agreements set forth above is qualified in its entirety by reference to the full text of the form of Equity Distribution Agreement found in Exhibit 1.1.