NexPoint Diversified Real Estate Trust filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits

false 0001356115 0001356115 2025-04-15 2025-04-15 0001356115 nxdt:CommonShares0001ParValueCustomMember 2025-04-15 2025-04-15 0001356115 nxdt:SeriesACumulativePreferredShares550CustomMember 2025-04-15 2025-04-15

 

 

 

 

 

 

 

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 April 17, 2025, NexPoint Diversified Real Estate Trust (the “Company”), consummated a merger transaction (the “Merger Transaction”) pursuant to which NexPoint Hospitality Trust (“NHT”) and certain of its subsidiaries merged with and into the Company and certain of its subsidiaries, with the Company and its subsidiaries as the surviving entities, in accordance with the terms of the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 22, 2024, by and among the Company, NHT, and certain of their respective subsidiaries. Prior to the consummation of the Merger Transaction, the Company owned 53.65% of the outstanding units of NHT. As consideration for the Merger Transaction, at the effective time of the Merger Transaction, the Company issued 1,084,593 common shares to the former unitholders of NHT and caused NexPoint Diversified Real Estate Trust Operating Partnership, L.P. (the “Operating Partnership”), the Company’s operating partnership, to issue 227,728.5 profits interest units to certain individuals employed by an affiliate of our investment adviser as replacement awards for profits interest units they were previously granted by NHT and 19,881.2299 limited partnership units to one of the members of NHT’s operating company. Additionally, in order to comply with the rules of the New York Stock Exchange restricting the issuance of greater than one percent of our common shares to certain related parties, the Company issued promissory notes to certain unitholders of NHT that may be deemed affiliates of the Company in an aggregate principal amount of approximately $0.8 million in lieu of common shares they otherwise would have been entitled to receive in consideration for the Merger Transaction. Unitholders of NHT who elected to receive a cash payment for the redemption of their units received aggregate payments of $75,951.64 from NHT in a reorganization transaction consummated prior to the consummation of the Merger Transaction. NHT also paid an aggregate of approximately $0.9 million to redeem certain deferred units held by its trustees prior to the consummation of the Merger Transaction.

 

The issuance of common shares by the Company to the former unitholders of NHT was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (333-284099), filed by the Company with the Securities and Exchange Commission and declared effective on January 15, 2025 (the “Registration Statement”). The information circular/prospectus contained in the Registration Statement contains additional information about the Merger Transaction, the Merger Agreement and the transactions contemplated thereby.

 

The foregoing description of the Merger Agreement is a summary and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.

 

 

Also on April 17, 2025, the general partner of the Operating Partnership entered into the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Second Amended and Restated OP LPA”). Substantially all of the Company’s business is conducted through the Operating Partnership. The Second Amended and Restated OP LPA provides for the grant of profit interest units and revises certain tax provisions to reflect the Operating Partnership’s tax status as a partnership following the admission of additional limited partners at the closing of the Merger Transaction.

 

The foregoing description of the Second Amended and Restated OP LPA is a summary and is qualified in its entirety by reference to the full text of the Second Amended and Restated OP LPA, 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.

 

 

On April 15, 2025, the Company, CP Tower Owner, LLC (“CP Tower”), CP Land Owner, LLC (“CP Land”), CP Equity Owner, LLC, CP Equity Land Owner, LLC, NexPoint Real Estate Partners, LLC (“NexPoint Real Estate Partners”), Delphi CRE Funding LLC (“Delphi”), ACORE Credit IV CLO Issuer 2018-1, LLC, and ACORE Capital Mortgage, LP (“ACORE”) entered into the Limited Consent and Fourteenth Omnibus Amendment Agreement (the “Cityplace Amendment Agreement”), amending the Loan Agreement, originally dated August 15, 2018 and subsequently amended (the “Cityplace Loan Agreement”), pursuant to which the lenders party thereto made a loan in an original principal amount of $153.7 million to CP Tower and CP Land secured by a mortgage interest in Cityplace Tower in Dallas, Texas. The Cityplace Amendment Agreement defers the maturity date to March 8, 2026.

 

 

CP Tower is an indirect wholly owned subsidiary of the Company, and CP Land is an indirect wholly owned subsidiary of NexPoint Real Estate Partners. The Company is a limited guarantor for borrowings under the Cityplace Loan Agreement and is advised by an affiliate of NexPoint Real Estate Partners (the “Adviser”), which is also a limited guarantor for borrowings under the Cityplace Loan Agreement.

 

 

Also on April 15, 2025, the Company, NHT SP TRS, LLC (“NHT SP TRS”), NHT SP, LLC (“NHT SP”), 2325 Stemmons TRS, Inc. (“Stemmons TRS”), 2325 Stemmons Hotel Partners, LLC (“Stemmons Hotel”), HCRE Addison, LLC “(“HCRE Addison”), HCRE Addison TRS, LLC (“HCRE Addison TRS”), NHT, NexPoint Real Estate Advisors, L.P., NexPoint Real Investment Advisors X, L.P., Delphi, and ACORE entered into the Fourth Amendment to Loan Agreement (the “NHT 5-Pack Amendment Agreement”), amending the Loan Agreement, originally dated February 28, 2019 and subsequently amended (the “NHT 5-Pack Loan Agreement”), pursuant to which the lenders party thereto made a loan in an original principal amount of $88.0 million to NHT SP TRS, NHT SP, Stemmons TRS, Stemmons Hotel, HCRE Addison and HCRE Addison TRS. The NHT 5-Pack Amendment Agreement defers the maturity date to September 8, 2025.

 

Following the closing of the Merger Transaction, NHT SP TRS, NHT SP, Stemmons TRS, Stemmons Hotel, HCRE Addison, and HCRE Addison TRS are indirect, wholly owned subsidiaries of the Company. The Company is a limited guarantor for borrowings under the NHT 5-Pack Loan Agreement and is advised by the Adviser, which is also a limited guarantor for borrowings under the NHT 5-Pack Loan Agreement.

 

 

 

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

 

 

On April 17, 2025, the Company and Old NHT issued a joint press release announcing the consummation of the merger transaction, as disclosed in Item 1.01 above.

 

A copy of the Press Release is attached as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01. The information in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act.

 

 

 

 

 

* Filed herewith.

 

 

 

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: April 17, 2025