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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 25, 2022
 
VINEBROOK HOMES TRUST, INC.
(Exact name of registrant as specified in its charter)
         
Maryland
  
000-56274
  
83-1268857
(State or Other Jurisdiction of
Incorporation)
  
(Commission File Number)
  
(I.R.S. Employer
Identification No.)
   
300 Crescent Court, Suite 700
Dallas, Texas, 75201
(Address of Principal Executive Offices) (Zip Code)
 
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:
 
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
N/A
  
N/A
  
N/A
 
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. ☐
 
 
 
 
 
Item 1.01 Entry into a Material Definitive Agreement.
 
Amendment to the Advisory Agreement
 
On October 25, 2022, VineBrook Homes Trust, Inc. (the “Company”) and NexPoint Real Estate Advisors V, L.P. (the “Adviser”) entered into an amendment (the “Advisory Agreement Amendment”) to the Amended and Restated Advisory Agreement, dated May 4, 2020, by and between the Company and the Adviser (the “Advisory Agreement”). The Advisory Agreement Amendment clarifies certain provisions of the Advisory Agreement, including that the agreement automatically renews for successive one year periods unless terminated in accordance with its terms, and revises the definition of “Value Per Share” as follows:
 
“‘Value Per Share’ means the most recent price paid for a Share in connection with an Offering or, if there is no current Offering, the last Net Asset Value calculated by the Company.”
 
In compliance with the Company’s Related Party Transaction Policy, the Advisory Agreement Amendment was reviewed and approved by the Audit Committee of the Board of Directors of the Company.
 
The description of the material terms of the Advisory Agreement Amendment is qualified in its entirety by reference to the Advisory Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01. For additional information regarding the Advisory Agreement, see Item 13. “Certain Relationships and Related Transactions, and Director Independence—Transactions with Related Persons—Advisory Agreement” in the Company’s Amendment No. 1 to its Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 2, 2022, which is incorporated by reference herein.
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
 
  Exhibit Number
Exhibit Description
10.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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.
 
 
VINEBROOK HOMES TRUST, INC.
  
     
 
/s/ Brian Mitts
  
  Name: Brian Mitts   
  Title:   Interim President, Chief Financial Officer,  
   Assistant Secretary and Treasurer  
Date: October 26, 2022
 
 
 

Exhibit 10.1

 

FIRST AMENDMENT

TO

AMENDED AND RESTATED ADVISORY AGREEMENT

 

This First Amendment to Amended and Restated Advisory Agreement (this “Amendment”), is entered into as of October 25, 2022 by and between VineBrook Homes Trust, Inc. (the “Company”) and NexPoint Real Estate Advisors V, L.P. (the “Adviser”). All capitalized terms used herein and not otherwise defined have the respective meaning given to such terms in the Advisory Agreement (as defined below).

 

RECITALS

 

A.    The parties hereto previously entered into the Amended and Restated Advisory Agreement, dated May 4, 2020 (the “Advisory Agreement”).

 

B.    In accordance with Sections 13(b) and 20 of the Advisory Agreement, the parties hereto desire to amend certain provisions of the Advisory Agreement as set forth herein.

 

AGREEMENTS

 

Section 1. Amendment Provision. Section 13(b) of the Advisory Agreement is hereby amended and restated in its entirety to read as follows:

 

No provision of this Agreement may be amended, waived, discharged or terminated orally, but only by an instrument in writing meeting the requirements of Section 20. Notwithstanding the foregoing, a provision of this Agreement may be waived by an instrument in writing signed by the party against which enforcement of the waiver is sought. Any amendment of this Agreement shall be approved by either (i) the Company’s Board of Directors or (ii) a vote of the Company’s Stockholders.

 

Section 2. Annual Renewals. Section 13(a) of the Advisory Agreement is hereby amended and restated in its entirety to read as follows:

 

(a) Duration. This Agreement shall become effective on the date first set forth above. Unless terminated as herein provided, this Agreement shall remain in full force and effect until November 1, 2023 (the “Initial Term”). Subsequent to the Initial Term, this Agreement shall be deemed to be automatically renewed for successive additional one-year periods (each, an “Automatic Renewal Term”), unless the Company or the Adviser elects not to renew this Agreement in accordance with Section 13(c) below.

 

 
 

 

Section 3. Definitions. The definition of “Value Per Share” set forth in Section 1 of the Agreement is hereby amended and restated to read as follows:

 

“Value Per Share” means the most recent price paid for a Share in connection with an Offering or, if there is no current Offering, the last Net Asset Value calculated by the Company.

 

Section 4. Miscellaneous.

 

(a)    Effect of Amendment. This Amendment is limited as specified herein and shall not constitute a modification, amendment or waiver of any other provision of the Advisory Agreement. Except as specifically amended by this Amendment, all other provisions of the Advisory Agreement are hereby ratified and remain in full force and effect.

 

(b)    Single Document. From and after the date hereof, all references to the Advisory Agreement shall be deemed to be references to the Advisory Agreement as amended by this Amendment.

 

(c)    Severability. In the event that any provision of this Amendment or the application of any provision of this Amendment is declared to be invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Amendment shall not be affected.

 

(d)    Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

 

(e)    Headings. The headings in this Amendment are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof.

 

(f)    Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

 

 

[Signature Page Follows]

 

 
 

 

IN WITNESS WHEREOF, the parties have executed and delivered this FIRST AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT as of the date first written above.

 

 

VINEBROOK HOMES TRUST, INC.

 

 

 

 

 

 

 

 

 

 

By:

   /s/ Brian Mitts

 

 

Name:

Brian Mitts

 

 

Title:

Interim President, Chief Financial

 
    Officer, Assistant Secretary and  
    Treasurer  
       
       
  NexPoint Real Estate Advisors V, L.P.  
       
  By: NexPoint Real Estate Advisors  
    GP, LLC, its general partner  
       
  By: NexPoint Advisors, L.P., its sole  
     member  
       
  By:  NexPoint Advisors GP, LLC, its  
    general partner  
       
       
  By:   /s/ James Dondero  
  Name: James Dondero  
  Title: President  

 

 

 

 

 

[Signature Page to First Amendment to Advisory Agreement]