NexPoint Comments on United Development Funding IV (UDF IV) Annual Meeting
Declines to Appear at Annual Meeting, Calls for Adjournment of Meeting Until UDF IV Provides Proper Disclosure on Recently Announced Merger with Ready Capital
DALLAS, Dec. 10, 2024 /PRNewswire/ -- NexPoint Real Estate Opportunities, LLC (together with its affiliates "NexPoint") today announced it will not appear nor vote any proxies at the United Development Funding IV ("UDF IV" or the "Company") Annual Meeting of Shareholders ("Annual Meeting") being held today, December 10, 2024.
NexPoint remains concerned about the Company's planned acquisition by Ready Capital (NYSE:RC), which UDF IV announced last week in an apparent attempt to influence today's vote at the Annual Meeting. Not only does the timing of the merger announcement – made just eight days before the Annual Meeting – raise questions about the Company's motives, but there are also critical disclosures omitted from the transaction communications, making it impossible for shareholders to properly evaluate the proposed transaction with Ready Capital. The Company continues to incorrectly suggest that by voting for NexPoint's nominees, shareholders are effectively voting against the proposed merger. UDF IV is thus enticing shareholders with the prospect of a potential liquidity event – with severely inadequate disclosures – at the expense of focusing on the election of the board and the establishment of proper governance and accountability. Notably, the Company's own actions have caused years of illiquidity, which the Board is now wielding as a sword to manipulate shareholder voting.
NexPoint commented on the Annual Meeting:
"If UDF IV insists on making this Annual Meeting and board election a referendum on the potential merger with Ready Capital, then NexPoint calls for the Company to adjourn the meeting until full and proper disclosure can be provided.
We believe the Board timed the merger announcement to manipulate the vote with meager disclosure – particularly in light of the Company's false narrative that a vote for NexPoint is a vote against the merger. To be clear, if elected, NexPoint's nominees will evaluate the merger and make a recommendation in the best interests of UDF IV shareholders.
Despite merger discussions existing for months, UDF IV has given shareholders minimal time and inadequate, scant information to evaluate the proposed transaction or the acquiring company and now feel pressured to accept this outcome; in fact, that has become the case, with certain shareholders switching their votes since the merger announcement.
As today's Annual Meeting is unlikely to achieve the required quorum, we urge the Board to postpone the Annual Meeting until more information about the merger is disclosed to, and can be evaluated by, shareholders. UDF IV has communicated to us, however, that if no quorum is reached, they will hold over the current Trustees and delay Trustee elections until the 2025 Annual Meeting.
The current Trustees have entrenched themselves, overseen massive shareholder value erosion, and completely breached shareholder trust for years. Delaying Trustee elections until late 2025 would present just another example of current management continuing to manipulate the corporate machinery to maintain control for their own personal benefit – this is unacceptable. UDF IV shareholders deserve better governance and accountability."
By NexPoint not attending the Annual Meeting and the Company adjourning a year and holding over, we believe we prevent UDF IV from staggering the election of Trustees and force UDF IV to have all trustees to stand for reelection the next Annual Meeting. These actions are necessary because UDF IV shareholders deserve better governance and accountability."
NexPoint's position was reinforced in reports from independent proxy advisory firms Glass Lewis and Egan-Jones. Both Egan-Jones and Glass Lewis recommend that UDF IV shareholders vote "FOR" all NexPoint nominees, Paul S. Broaddus, Edward N. Constantino, John A. Good and Julie Silcock. Key excerpts include:
"While the proposed merger may appear to offer liquidity to shareholders, we believe it reflects a reactionary response by the Company…Our concerns include the lack of transparency regarding the due diligence process and the potential shopping of companies during the merger decision."1
"With the first meaningful board referendum in nearly a decade on the near-term docket – in this instance, seemingly only as a result of legal action in Maryland by NexPoint – UDF has notionally elevated the stakes by announcing a prospective acquisition of the Trust by Ready Capital…All else held equal, this framework seems to ask investors to consider the prospect of potentially forfeiting a liquidity event if NexPoint is successful in its effort to nominate alternate candidates to the UDF board."2
"While we understand a transaction of this nature could be viewed as something of a panacea for investors dissatisfied with the Trust's longstanding lack of liquidity and poor corporate governance, we believe shareholders have ample cause to question the timing of the transaction, the absence of key disclosures and, most fundamentally, the board's ability to credibly negotiate and secure a transformative transaction of this nature. That such an agreement would be executed less than two weeks prior to the Trust's first substantive election of directors in nearly ten years is more alarming still, and, in our view, further stokes concern about the board's true commitment to good governance and shareholder feedback." 2
"…the sitting board – which, in our view, has no credible investor mandate – has floated a late-stage agreement with Ready Capital, seemingly placing a very questionably timed exit opportunity between themselves and the first opportunity for true shareholder accountability in nearly a decade." 2
- Egan-Jones Proxy Services: United Development Funding IV. December 5, 2024.
- Glass, Lewis & Co., LLC.: United Development Funding IV. December 6, 2024.
About NexPoint
NexPoint Real Estate Opportunities, LLC is a wholly owned subsidiary of NexPoint Diversified Real Estate Trust, Inc. (NYSE:NXDT), an affiliate of NexPoint Advisors, L.P.
NexPoint Advisors, L.P. is an SEC-registered adviser on the NexPoint alternative investment platform. It serves as the adviser to a suite of funds and investment vehicles, including a closed-end fund, interval fund, business development company, and various real estate vehicles. For more information visit www.nexpoint.com
IMPORTANT INFORMATION
NexPoint Real Estate Opportunities, LLC ("NexPoint") has delivered a proxy statement with respect to its solicitation of proxies for nominees to be elected to the United Development Funding IV ("UDF IV") Board of Trustees at the Annual Meeting of Shareholders of UDF IV. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE NEXPOINT PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) IN ITS ENTIRETY. Copies of the documents are available free of charge from NexPoint by accessing the website www.udfaccountability.com.
NexPoint, its affiliates, their directors and executive officers and other members of management and employees may be participants (collectively "Participants") in the solicitation of proxies by NexPoint. Information about NexPoint's nominees to the UDF IV Board of Trustees and information regarding the direct or indirect interests in UDF IV, by security holdings or otherwise, of NexPoint, the other Participants and NexPoint's nominees will be available in the proxy statement. NexPoint's disclosure of any security holdings will be based on information made available to NexPoint by such Participants and nominees. UDF IV is no longer subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. Consequently, NexPoint's knowledge of significant security holders of UDF IV and as to UDF IV itself is limited.
NexPoint has neither sought nor obtained consent from any third party to use previously published information in this press release, including any quotes used in this press release.
CONTACT INFORMATION
UDF IV Investor Contacts
Chuck Garske / Jeremy Provost / Theo Caminiti (Okapi Partners):
Email: [email protected]
Phone: (212) 297-0720
For Additional Information/Updates on UDF IV
Website: www.udfaccountability.com
Email: [email protected]
Media Contacts
Lucy Bannon (NexPoint): [email protected]
Paul Caminiti/Pamela Greene (Reevemark): [email protected]
NexPoint Investor Relations
Kristen Griffith: [email protected]
View original content:https://www.prnewswire.com/news-releases/nexpoint-comments-on-united-development-funding-iv-udf-iv-annual-meeting-302327522.html
SOURCE NexPoint Advisors, L.P.