NexPoint Real Estate Trust Files 8-K

TL;DR

NexPoint REIT filed an 8-K on 11/22/24 for a material definitive agreement.

AI Summary

On November 22, 2024, NexPoint Diversified Real Estate Trust entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates a significant event for NexPoint Diversified Real Estate Trust, potentially involving new agreements or financial updates that could impact investors.

Risk Assessment

Risk Level: medium — 8-K filings often signal material events, which can introduce uncertainty and risk for investors until more details are disclosed.

Key Players & Entities

• NexPoint Diversified Real Estate Trust (company) — Filer of the 8-K
• November 22, 2024 (date) — Date of earliest event reported
• Delaware (location) — State of incorporation
• December 31 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.001 — on which registered Common Shares, $0.001 par value $0.001 per share NXDT New
• $25.00 — red Shares, par value $0.001 per share ($25.00 liquidation preference per share) NXD
• $5.5 million — T and the NHT Parties for approximately $5.5 million through the Mergers, which will be paid

Filing Documents

• nexsof20241123_8k.htm (8-K) — 43KB
• ex_751969.htm (EX-10.1) — 712KB
• ex_751970.htm (EX-99.1) — 30KB
• logo.jpg (GRAPHIC) — 10KB
• 0001437749-24-036100.txt ( ) — 1080KB
• nxdt-20241122.xsd (EX-101.SCH) — 4KB
• nxdt-20241122_def.xml (EX-101.DEF) — 14KB
• nxdt-20241122_lab.xml (EX-101.LAB) — 18KB
• nxdt-20241122_pre.xml (EX-101.PRE) — 14KB
• nexsof20241123_8k_htm.xml (XML) — 5KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. On November 22, 2024, NexPoint Diversified Real Estate Trust (the "Company"), NexPoint Diversified Real Estate Trust Operating Partnership, L.P., ("NXDT OP"), NXDT Intermediary, LLC, ("NXDT Intermediary") and NXDT Hospitality Holdco, LLC ("NXDT Merger Sub" and, together with the Company, NXDT OP and NXDT Intermediary, the "Company Parties") entered into an Agreement and Plan of Merger (the "Merger Agreement") with NexPoint Hospitality Trust ("Old NHT"), NHT Intermediary, LLC ("NHT Intermediary"), NHT Holdings, LLC ("NHT Holdings") and NHT Operating Partnership, LLC ("NHT OP" and, together with Old NHT, NHT Intermediary and NHT Holdings, the "NHT Parties") , pursuant to which the NHT Parties will merge with and into certain of the Company Parties, as described below (the "Mergers"). The NHT Parties may be deemed affiliates of the Company's external adviser through common beneficial ownership. Upon the terms and conditions of the Merger Agreement, (i) Old NHT will undergo a reorganization transaction pursuant to which a newly formed Delaware corporation, NexPoint Hospitality Trust, Inc. ("New NHT"), will hold all assets and liabilities of Old NHT and Old NHT's unitholders will elect to either receive a cash payment from Old NHT, or common stock of New NHT, (ii) New NHT will merge with and into NXDT Intermediary, with NXDT Intermediary as the surviving entity, (iii) NHT Intermediary will merge with and into NXDT Intermediary, with NXDT Intermediary as the surviving entity, (iv) NHT Holdings will merge with and into NXDT Intermediary, with NXDT Intermediary as the surviving entity and (v) NHT OP will merge with and into NXDT Merger Sub, with NXDT Merger Sub as the surviving entity. NXDT currently owns 53.65% of the outstanding units of Old NHT and will acquire the remaining equity interests in New NHT and the NHT Parties for approximately $5.5 million through the Mergers, which will be paid principally in common sh

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 25, 2024, the Company and Old NHT issued a joint press release announcing the entry into the Merger Agreement, 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Exhibit Description 10.1 Merger Agreement, dated as of November 22, 2024, by and between NexPoint Diversified Real Estate Trust, NexPoint Diversified Real Estate Trust Operating Partnership, L.P., NXDT Intermediary, LLC, NXDT Hospitality Holdco, LLC, NexPoint Hospitality Trust, NHT Intermediary, LLC, NHT Holdings, LLC and NHT Operating Partnership, LLC. 99.1 Joint Press Release of the Company and Old NHT, dated November 25, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Cautionary Statement regarding Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management's current expectations, assumptions and beliefs. Forward-looking statements can often be identified by words such as "anticipate," "estimate," "expect," "intend," "may," "should" and similar expressions, and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding the successful completion of the reorganization transaction, the total consideration, and satisfaction of the closing conditions, including approval of the transaction by the unitholders of Old NHT. They are not guarantees of future results and forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement, including those described in greater detail in our filings with the SEC, particularly those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should not place undue reliance on any forward-looking statements and are encouraged to review the Company's other filings with the SEC for a more complete discussion of risks and other factors that could affect any forward-looki

SIGNATURES

SIGNATURES 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. NEXPOINT DIVERSIFIED REAL ESTATE TRUST /s/ Matt McGraner Name: Matt McGraner Title: Executive VP, Chief Investment Officer and Secretary Date: November 25, 2024

View Full Filing

View this 8-K filing on SEC EDGAR