Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On January 25, 2022, NexPoint Real Estate Finance, Inc., a Maryland corporation
(the "Company") completed its offering of $35 million aggregate principal amount
of additional 5.75% Senior Notes due 2026 (the "Additional Notes"). The
Additional Notes were offered as an additional issue of the Company's
existing $135 million aggregate principal amount of 5.75% Senior Notes due 2026
(the "Existing Notes"). The Additional Notes were issued under the same
Indenture as the Existing Notes, dated April 13, 2021 (the "Base Indenture"),
between the Company and UMB Bank, National Association, as trustee (the
"Trustee"), as supplemented by the First Supplemental Indenture, dated April 20,
2021, between the Company and the Trustee (the "Supplemental Indenture" and,
together with the Base Indenture, the "Indenture"). The Additional Notes are
treated as a single class of debt securities with the Existing Notes and will
have the same terms, other than the issue date and offering price.
The Base Indenture is filed as Exhibit 4.1 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission (the "SEC") on
April 13, 2021 and is incorporated herein by reference. Disclosure regarding the
terms of the Existing Notes is included in, and the Supplemental Indenture is
filed as Exhibit 4.1 to, the Company's Current Report on Form 8-K filed with the
SEC on April 20, 2021, and are incorporated herein by reference. The above
description of the material terms of the Indenture is not complete and is
qualified in its entirety by reference to the Base Indenture and the
Supplemental Indenture.
Item 8.01. Other Events.
On January 25, 2022, the Company issued a press release announcing the closing
of the Additional Notes. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit
Number Exhibit Description
5.1 Opinion of Ballard Spahr LLP
5.2 Opinion of Winston & Strawn LLP
8.1 Opinion of Winston & Strawn LLP
23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1)
23.2 Consent of Winston & Strawn LLP (included in Exhibit 5.2)
23.3 Consent of Winston & Strawn LLP (included in Exhibit 8.1)
99.1 Press Release of the Company, dated January 25, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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