NexPoint Diversified Real Estate Trust filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

false 0001356115 0001356115 2024-07-22 2024-07-22 0001356115 nxdt:CommonSharesCustomMember 2024-07-22 2024-07-22 0001356115 nxdt:SeriesACumulativePreferredShares550CustomMember 2024-07-22 2024-07-22

 

 

 

 

 

 

 

Registrant’s telephone number, including area code: (214) 276-6300

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

On July 22, 2024, NexPoint Diversified Real Estate Trust (the “Company”) and NexPoint Real Estate Advisors X, L.P. (the “Adviser”) entered into an amendment (the “Advisory Agreement Amendment”) to the Advisory Agreement, dated July 1, 2022, by and between the Company and the Adviser (the “Advisory Agreement”), as amended by that First Amendment to Advisory Agreement, dated October 25, 2022, and as further amended by that Second Amendment to Advisory Agreement, dated April 11, 2023. The Advisory Agreement Amendment changes the structure of the fees which the Company pays to the Adviser each month such that the monthly installment of the administrative fee shall be paid in cash and the monthly installment of the advisory fee shall be paid one-half in cash and one-half in common shares, par value $0.001 per share, of the Company (“Common Shares”), subject to certain restrictions, including that in no event shall the Common Shares issued to the Adviser under the Advisory Agreement exceed five percent of the number of Common Shares or five percent of the voting power of the Company outstanding prior to the first such issuance (the “Share Cap”) and that in no event shall the Common Shares issued to the Adviser under the Advisory Agreement exceed 6,000,000 Common Shares; provided, however, that the Share Cap will not apply if the Company’s shareholders have approved issuances in excess of the Share Cap.

 

In compliance with the Corporation’s Related Party Transaction Policy, the Advisory Agreement Amendment was reviewed and approved by the Audit Committee of the Board of Trustees of the Company.

 

The description of the material terms of the Advisory Agreement Amendment is qualified in its entirety by reference to the Advisory Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01. For additional information regarding the Advisory Agreement, see Item 1.01 “Entry into a Material Definitive Agreement—Advisory Agreement” in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2022, which is incorporated by reference herein, Item 1.01 “Entry into a Material Definitive Agreement—Amendment to Advisory Agreement” in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2022, which is incorporated by reference herein, and Item 1.01 “Entry into a Material Definitive Agreement—Amendment to Advisory Agreement” in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2023, which is incorporated by reference herein.

 

 

 

 

 

 

 

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.

 

 

Date: July 22, 2024