NexPoint Residential Trust Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

false 0001620393 0001620393 2025-03-20 2025-03-20

 

 

 

 

 

 

 

 

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Exchange 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 March 20, 2025, NexPoint Residential Trust, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”) under its shelf registration statement on Form S-3 (Registration No. 333-278402) filed by the Company with the SEC on March 29, 2024, which became effective upon filing (the “Current Registration Statement”) to continue the “at the market” equity offering of the Company’s common stock, par value $0.01 per share, which was previously registered pursuant to the Company's registration statement on Form S-3 (Registration No. 333-236876).

 

As of March 20, 2025, the Company has sold 1,120,910 shares of common stock having an aggregate purchase price of $62.3 million under its “at the market” equity offering. Pursuant to the Prospectus Supplement, the Company may issue shares of common stock that remain available for offer and sale through its “at the market” equity offering having an aggregate offering price of up to $162.7 million.

 

As previously disclosed, on March 4, 2020, the Company, its operating partnership, NexPoint Residential Trust Operating Partnership, L.P., and its adviser, NexPoint Real Estate Advisors, L.P., entered into separate equity distribution agreements (each, an “Equity Distribution Agreement”) with each of Jefferies LLC, Raymond James & Associates, Inc., Truist Securities, Inc. (f/k/a SunTrust Robinson Humphrey, Inc.) (“Truist”) and KeyBanc Capital Markets Inc. (“KeyBanc Capital Markets”), pursuant to which sales of the Company’s common stock in the “at the market offering” are made. On March 20, 2025, the Equity Distribution Agreements with each of KeyBanc Capital Markets and Truist were terminated.

 

The Company’s common stock is registered with the SEC pursuant to the Current Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), and will be offered and sold pursuant to the Prospectus Supplement and the base prospectus dated March 29, 2024 relating to the Current Registration Statement.

 

The Company is filing this Current Report on Form 8-K to provide (i) the opinion of Ballard Spahr LLP with respect to certain matters of Maryland law in relation to the common stock, which opinion is attached as Exhibit 5.1 hereto, and (ii) the opinion of Winston & Strawn LLP with respect to the description of material U.S. federal income tax matters in relation to the Company’s common stock, which opinion is attached hereto as Exhibit 8.1.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities 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.

 

 

(d) Exhibits

 

 

 

 

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: March 20, 2025