DALLAS, July 24, 2022 /PRNewswire/ — NexPoint Advisors, LP, investment advisor to NexPoint Diversified Real Estate Trust (“NXDT” and with affiliated entities “NexPoint”), today announced the extension of the offer period for its previously announced purchase of shares of Beneficial Interest (the “Shares”) of United Development Funding IV (“UDFI” or the “Company”) at a price of $1.10 per share on the terms and subject to the conditions set forth in the Offer to Purchase and the related Assignment Form for the Offer (which together constitute the “Offer” and the “Offer Documents”). The Offer is now set to expire at midnight Eastern Time, end of day on August 23, 2022, unless the Offer is extended or terminated earlier. The tender offer documents are available at www.UDFITenderOffer.com, or from the information agent for the offer, as indicated below.
As previously announced the December 14, 2020, the Offer is conditional upon, among other things, satisfaction or waiver of the following conditions: (i) no action or proceeding before any court or governmental or administrative agency has been threatened, commenced or pending in any court or any governmental or administrative body (a) challenging the acquisition of shares under the Offer or otherwise related in any way to the Offer, or (b) in NexPoint’s sole discretion, otherwise affecting significantly the Company; (ii) NexPoint must have received all required governmental approvals, if any, for the Offer; (iii) NexPoint will have been given an opportunity to exercise sufficient due diligence to determine whether the price offered per share is reasonable given the current financial condition and results of operations of UDFI; (iv) the UDFI Board of Trustees will have waived in writing the ownership limitations set forth in Article VII of the UDFI Declaration of Trust as such limitations would otherwise apply to the Offer; and (v) NexPoint must have received satisfactory evidence that the UDFI has continued to qualify as a real estate investment trust (“REIT”) under federal tax laws and thereby avoid any federal income tax or excise at the entity level.
NXDT recently completed its conversion from an investment company registered under the Investment Company Act of 1940 to a real estate investment trust (“REIT”). As part of this conversion, NXDT spun off some of its investments to a single-member limited liability company subsidiary, NexPoint Real Estate Opportunities (“NREO”), which until now was considered a holding company of NXDT in its SEC filings. NexPoint Advisors, LP, an outside advisor to NXDT and NREO, continues to have investment and voting power over UDF IV common stock. Accordingly, NexPoint continues to be the beneficial owner of the UDF IV common stock that it previously filed with the SEC in its most recent Schedule 13D.
On January 8, 2021, UDFI announced that it had reduced the percentage of outstanding shares that a shareholder can hold from 9.8% to 5.0%. The Company took such action for the purpose of frustrating the Offer. He also announced that he had amended the Company’s articles of association to require that certain legal actions could only be brought on behalf of or against UDFI in certain courts of Maryland. NexPoint reviews these actions and their legality under applicable law.
Shareholders should read the Offer to Purchase and related documents carefully because they contain important information. Shareholders may obtain a free copy of the Offer to Purchase and Assignment Form from DF King & Co., Inc., the Information Agent for the Offer (the “Information Agent”) , by calling toll-free at (800) 331-7543. OFFER EXPIRES AT 12:00 MIDNIGHT EST END OF DAY ON AUGUST 23, 2022UNLESS OFFER IS EXTENDED OR TERMINATED EARLIER.
About NexPoint Diversified Real Estate Trust (NXDT)
NexPoint Diversified Real Estate Trust (NYSE: NXDT), formerly NexPoint Strategic Opportunities Fund (NYSE: NHF), is a diversified REIT that previously operated as a closed-end fund. The name change took effect on November 8, 2021. On August 28, 2020, the shareholders approved the conversion from a closed-end investment company under the Investment Companies Act 1940 (the “1940 Act”) and amended the fundamental investment policies and restrictions of NXDT to allow NXDT to operate as a diversified REIT. NXDT has completed repositioning its investment portfolio sufficient to obtain REIT tax status and operated in its 2021 tax year, and continues to operate, such that it qualifies for taxation as a than REIT. NXDT has also realigned its portfolio so that it is no longer an “investment company” within the meaning of the 1940 law. July 1, 2022NXDT has received an order from the Securities and Exchange Commission (the “SEC”) declaring that NXDT has ceased to be an investment firm and that its registration under the 1940 Act is no longer effective (the “expungement order”).
For more information visit www.nexpoint.com/nexpoint-strategic-opportunities-fund
About NexPoint Advisors, LP
NexPoint Advisors, LP is an SEC-registered adviser on the NexPoint alternative investment platform. He serves as an advisor to a suite of funds and investment vehicles, including a closed-end fund, an interval fund, a business development company and various real estate vehicles. For more information visit www.nexpoint.com
Risks and Disclosures
This document is provided for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell shares of UDFI common stock or any other securities. The offer to purchase common stock of UDFI will only be made pursuant to the offer to purchase, the transfer form and related documents. THE PUBLIC OFFER DOCUMENTS (INCLUDING THE OFFER TO PURCHASE, THE ASSIGNMENT FORM AND CERTAIN OTHER PUBLIC OFFER DOCUMENTS) WILL CONTAIN IMPORTANT INFORMATION. UDFI SHAREHOLDERS ARE ADVISED TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH SHAREHOLDERS MUST CONSIDER BEFORE MAKING ANY DECISION REGARDING THE CONTRIBUTION OF THEIR SHARES. Investors and securityholders may obtain a free copy of these statements (when available) by directing such requests to the Information Agent, by calling toll-free (800) 331-7543.
SOURCE NexPoint Advisors, LP