UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

NEXPOINT REAL ESTATE FINANCE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   84-2178264
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

300 Crescent Court, Suite 700

Dallas, Texas

  75201
(Address of principal executive offices)   (Zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered

 

Name of each exchange on which

each class is to be registered

8.50% Series A Cumulative Redeemable

Preferred Stock, par value $0.01 per share

($25.00 liquidation preference per share)

  The New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which the form relates:

Registration No. 333-239862

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

The description of the 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), of NexPoint Real Estate Finance, Inc. (the “Company”), as included under the caption “Description of Capital Stock—Series A Preferred Stock” in the prospectus forming a part of the Registration Statement on Form S-11, as initially filed with the Securities and Exchange Commission (the “Commission”) on July 15, 2020 (Registration No. 333-239862) (the “Registration Statement”), is hereby incorporated by reference herein. In addition, incorporated by reference herein is information related to the Series A Preferred Stock under the heading “Certain Provisions of Maryland Law and Our Charter and Bylaws” in the prospectus forming a part of the Registration Statement. The above-referenced description included in any prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 shall be deemed to be incorporated by reference herein.

Item 2. Exhibits.

 

Exhibit
No.

  

Description

3.1    Articles of Amendment and Restatement of NexPoint Real Estate Finance, Inc. (incorporated by reference to Exhibit  3.1 to the Quarterly Report on Form 10-Q, filed by the Company on May 8, 2020, File No. 001-39210).
3.2    Articles Supplementary to the Articles of Amendment and Restatement of NexPoint Real Estate Finance, Inc. designating the Company’s 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2020).
3.3    Amended and Restated Bylaws of NexPoint Real Estate Finance, Inc. (incorporated by reference to Exhibit  3.2 to the Quarterly Report on Form 10-Q, filed by the Company on May 8, 2020, File No. 001-39210).
4.1*    Form of specimen certificate representing the shares 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share.

 

*

Filed herewith.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

    NEXPOINT REAL ESTATE FINANCE, INC.
Date: July 20, 2020     By:  

/s/ Brian Mitts

      Name: Brian Mitts
      Title: Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer

Exhibit 4.1

INCORPORATED UNDER THE LAWS OF THE

STATE OF MARYLAND

 

NUMBER      

SHARES

**        **       **                **
      CUSIP 65342V 408            
  

SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER

RESTRICTIONS AND OTHER INFORMATION

NEXPOINT REAL ESTATE FINANCE, INC.

a Corporation

Incorporated Under the Laws of the State of Maryland

THIS CERTIFIES THAT **                                        ** is the registered owner of **                                         (            )** fully paid and non-assessable shares of 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), of

NexPoint Real Estate Finance, Inc.

(the “Corporation”), transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Charter and Bylaws of the Corporation and any amendments or supplements thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers and its seal to be hereunder affixed this      day of             , 20    .

 

Countersigned and Registered:    

 

  (SEAL)

Transfer Agent and Registrar

    President  
By:  

 

   

 

 
  Authorized Signature     Secretary  

IMPORTANT NOTICE

CLASSES OF STOCK

The Corporation is authorized to issue capital stock of more than one class or series, consisting of common stock and one or more classes or series of preferred stock. The Board of Directors is authorized to determine the preferences, limitations and relative rights of any class or series of preferred stock before the issuance of such class or series of preferred stock. The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent they have been set, and (ii) the authority of the Board of Directors to set relative rights and preferences of subsequent series. Such request must be made to the Secretary of the Corporation at its principal office or to the Transfer Agent.

RESTRICTIONS ON OWNERSHIP AND TRANSFER

The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Corporation’s charter, (i) no Person may Beneficially Own or Constructively Own shares of Common Stock in excess of the Common Stock Ownership Limit, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own shares of Capital Stock in excess of the Aggregate Stock Ownership Limit, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Capital Stock that would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; (iv) any Transfer of shares of Capital Stock that, if effective, would result in the Capital Stock being beneficially owned by fewer than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock; and (v) no Person may Beneficially Own or Constructively Own shares of Capital Stock that could result in the Corporation failing to qualify as a “domestically controlled qualified investment entity”. Any Person who Beneficially Owns or Constructively Owns or attempts or intends to Beneficially Own or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially Own or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the Corporation in writing (or, in the case of any attempted transaction, give at least 15 days prior written notice). If any of the restrictions on transfer or ownership provided in (i), (ii), (iii), or (v) above are violated, the shares of Capital Stock in excess or in

violation of the above limitations will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, if the ownership restriction provided in (iv) above would be violated, or upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings given to them in the charter of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of shares of Capital Stock on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its principal office.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN

OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A

CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM -    as tenants in common    UNIF GIFT MIN ACT -                  Custodian                     
TEN ENT -    as tenants by the entireties    Minor) under Uniform Gifts to Minors Act of              (State)
JT TEN -   

as joint tenants with right of survivorship

and not as tenants in common

   Additional abbreviations may also be used though not in the above list.

 

FOR VALUE RECEIVED,                                      HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO

 

(PLEASE INSERT NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP CODE)

 

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

                                          (                ) Shares of Series A Preferred Stock of the Corporation represented by this Certificate, and does hereby irrevocably constitute and appoint attorney                                               to transfer the said shares on the books of the Corporation, with full power of substitution in the premises.

 

Dated   

 

     

 

  

NOTICE:    THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.