M&A - NEXPOINT DIVERSIFIED REAL ESTATE TRUST

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000143774925012294

Filing Summary: On April 17, 2025, NexPoint Diversified Real Estate Trust consummated a merger transaction with NexPoint Hospitality Trust (NHT) and its subsidiaries, following the Agreement and Plan of Merger executed on November 22, 2024. The Company owned 53.65% of the outstanding units of NHT prior to the merger. As part of the merger agreement, the Company issued 1,084,593 common shares and 227,728.5 profits interest units to former NHT unitholders. To align with New York Stock Exchange regulations, the Company issued promissory notes worth approximately $0.8 million to certain NHT unitholders. Additional cash payments amounting to $75,951.64 were made to NHT unitholders who opted for unit redemptions. Furthermore, NHT disbursed around $0.9 million for the redemption of certain deferred units. The issuance of shares was registered under a previously filed registration statement. On the same day, the Operating Partnership also amended its partnership agreement and entered into loan agreements deferring maturity dates. The document also includes a joint press release regarding the merger.

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Form Type: S-4

Filing Date: 2025-04-11

Corporate Action: Merger

Type: New

Accession Number: 000143774925011826

Filing Summary: NexPoint Diversified Real Estate Trust is undergoing a conversion from a Delaware statutory trust to a Maryland corporation named NexPoint Diversified Real Estate Trust, Inc. (New NXDT) as part of its annual meeting of shareholders scheduled for June 10, 2025. This conversion will involve the transformation of outstanding shares of Old Common Shares and Old Series A and B Preferred Shares into corresponding shares in the new company structure. Shareholders' meeting will include votes on electing trustees, approving executive compensation, and ratifying the appointment of an independent accounting firm, among other matters. The company aims to list the New Common Stock and New Series A Preferred Stock on the New York Stock Exchange. Investment in these securities is associated with a high degree of risk, with significant implications for shareholder rights and governance structure post-conversion.

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Form Type: 425

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000143774925004752

Filing Summary: On February 21, 2025, NexPoint Hospitality Trust (NHT) held its annual and special meeting where unitholders approved the election of trustees and authorized a merger transaction with NexPoint Diversified Real Estate Trust (NXDT). The merger involves the dissolution of NHT and the merging of its subsidiary entities with NXDT. Each unitholder of NHT will receive either US$0.36 in cash or one common share of NexPoint Hospitality Trust, Inc. which will later convert into common shares of NXDT. The Transaction Resolution received unanimous approval with 100% of votes cast in favor, excluding those from James Dondero and his affiliates. The closing of the deal is contingent upon customary conditions being satisfied. The event was covered in a management information circular distributed to unitholders prior to the meeting, emphasizing transparency and thorough oversight during the voting process.

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Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000143774925004022

Filing Summary: NexPoint Diversified Real Estate Trust (NXDT) has announced an upcoming annual and special meeting for its unitholders on February 21, 2025. The meeting will address several resolutions including amendments to convertible promissory notes issued by the REIT and a special resolution regarding a merger transaction with NXDT. Unitholders will have the option to receive either cash consideration of $0.36 per unit or share consideration, which involves the exchange of units for common shares of NXDT, subsequently tied to the REIT's dissolution and liquidation. Details of the meeting are provided, including the voting process and proxy instructions. The special committee formed to evaluate the merger concluded that the transaction was fair to unitholders, basing their recommendation on historical valuations and potential increases in share liquidity. Unitholders are encouraged to read the registration statement and circular filed with the SEC for more information about the transaction and its implications for their holdings.

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Form Type: 425

Filing Date: 2025-01-31

Corporate Action: Merger

Type: New

Accession Number: 000143774925002422

Filing Summary: NexPoint Diversified Real Estate Trust filed a Form 425 related to an announced merger with NexPoint Hospitality Trust. The filing includes details about the Reorganization and the election form for Registered Unitholders of NexPoint Hospitality Trust. Each Unitholder can choose to receive either cash compensation of USD$0.36 per Unit or one common share of the new NexPoint Hospitality Trust, which will then be converted into common shares of NexPoint Diversified Real Estate Trust. The letter provides instructions for completing and submitting the Letter of Transmittal necessary for participating in the Reorganization. It highlights the upcoming Special Meeting on February 21, 2025, where the Unitholders will vote on the transaction, along with disclaimers regarding tax implications and potential changes in ownership rights. The filing further emphasizes the importance of adhering to the election deadlines and indicates that any failed submissions may result in default elections to receive shares in the new trust.

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Form Type: 425

Filing Date: 2025-01-31

Corporate Action: Merger

Type: New

Accession Number: 000143774925002423

Filing Summary: NexPoint Diversified Real Estate Trust filed this communication to solicit proxies for the Annual and Special Meeting of Unitholders for NexPoint Hospitality Trust scheduled for February 21, 2025. The document details the agenda, including the election of trustees, appointment of auditors, and the approval of amendments to convertible promissory notes. A notable item is the special resolution regarding transactions contemplated in a merger agreement between NexPoint Hospitality Trust and NexPoint Diversified Real Estate Trust made on November 22, 2024. The filing includes guidance for unitholders on how to vote, proxy appointments, and the importance of reading the related registration statement and information circular regarding the merger. Additionally, it cautions that future statements are subject to risks and uncertainties that may impact actual results.

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Form Type: S-4

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000143774924038595

Filing Summary: NexPoint Diversified Real Estate Trust (NXDT) has filed a registration statement on Form S-4 for a proposed merger with NexPoint Hospitality Trust (NHT). The filing outlines that the transaction will involve the reorganization of NHT, where unitholders will have the option to either contribute their equity interest in NHT to a newly formed Delaware corporation (New NHT) in exchange for common shares or redeem their interests for cash. Following this reorganization, New NHT will merge with NXDT Intermediary, LLC, with NXDT Intermediary being the surviving entity. The document details the structure of the proposed transaction and the expected timeline for its completion, along with provisions for unitholders regarding their voting rights and participation in the upcoming meeting scheduled for February 2025. Financial statements for NHT will be reviewed, and resolutions related to the transaction will be voted upon, including the appointment of auditors and election of trustees. Unitholders are advised to carefully consider the associated risk factors with this transaction.

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