CORRESP Filing
NEXPOINT DIVERSIFIED REAL ESTATE TRUST
Date: Sept. 4, 2025 · CIK: 0001356115 · Accession: 0001437749-25-028390
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289799
Referenced dates: September 2, 2025
Letter
nexsof20250904c_corresp.htm
NEXPOINT DIVERSIFIED REAL ESTATE TRUST
300 Crescent Court, Suite 700
Dallas, Texas 75201
September 4, 2025
BY EDGAR
Pearlyne Paulemon
Office of Real Estate & Construction
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
NexPoint Diversified Real Estate Trust
Registration Statement on Form S-3
Filed August 22, 2025
File No. 333-289799
Ladies and Gentlemen:
This letter is in response to the letter dated September 2, 2025 from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission addressed to NexPoint Diversified Real Estate Trust (the “ Company ”). For ease of reference, the text of the Staff’s comment is included below in bold-faced type, followed by the Company’s response.
Registration Statement on Form S-3 filed August 22, 2025
General
1.
With reference to the shares held by NexPoint Real Estate Advisors X, L.P., we note that the selling shareholder is identified as a wholly owned subsidiary of NexPoint. Given this relationship, you are not permitted to rely on Securities Act Rule 415(a)(1)(i) to register the shares because the rule excludes securities offered by “ a person of which the registrant is a subsidiary. ” Accordingly, please amend your registration statement to disclose that this is a primary offering and identify the selling stockholder as an underwriter. For additional guidance, refer to Securities Act Rules Compliance and Disclosure Interpretations, Question 212.15.
Response : The Company acknowledges the Staff’s comment and respectfully advises the Staff that NexPoint Real Estate Advisors X, L.P. (the “ Selling Stockholder ”) is not a subsidiary of the Company, nor is the Company a subsidiary of the Selling Stockholder. The Registration Statement on Form S-3 (the “ Registration Statement ”) includes that “NexPoint Real Estate Advisors X, L.P. is a wholly owned subsidiary of NexPoint.” The term “NexPoint” is defined in the Registration Statement to mean NexPoint Advisors, L.P. NexPoint Advisors, L.P. provides external management and advisory services, among other services, to a number of clients through its various subsidiaries, one of which is the Selling Stockholder, the Company’s external advisor.
If you have any questions, please feel free to contact me at 214-276-6300 or our counsel, Justin Reinus of Winston & Strawn LLP, at 214-453-6566.
Very truly yours,
/s/ Paul Richards
Show Raw Text
CORRESP 1 filename1.htm nexsof20250904c_corresp.htm NEXPOINT DIVERSIFIED REAL ESTATE TRUST 300 Crescent Court, Suite 700 Dallas, Texas 75201 September 4, 2025 BY EDGAR Pearlyne Paulemon Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: NexPoint Diversified Real Estate Trust Registration Statement on Form S-3 Filed August 22, 2025 File No. 333-289799 Ladies and Gentlemen: This letter is in response to the letter dated September 2, 2025 from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission addressed to NexPoint Diversified Real Estate Trust (the “ Company ”). For ease of reference, the text of the Staff’s comment is included below in bold-faced type, followed by the Company’s response. Registration Statement on Form S-3 filed August 22, 2025 General 1. With reference to the shares held by NexPoint Real Estate Advisors X, L.P., we note that the selling shareholder is identified as a wholly owned subsidiary of NexPoint. Given this relationship, you are not permitted to rely on Securities Act Rule 415(a)(1)(i) to register the shares because the rule excludes securities offered by “ a person of which the registrant is a subsidiary. ” Accordingly, please amend your registration statement to disclose that this is a primary offering and identify the selling stockholder as an underwriter. For additional guidance, refer to Securities Act Rules Compliance and Disclosure Interpretations, Question 212.15. Response : The Company acknowledges the Staff’s comment and respectfully advises the Staff that NexPoint Real Estate Advisors X, L.P. (the “ Selling Stockholder ”) is not a subsidiary of the Company, nor is the Company a subsidiary of the Selling Stockholder. The Registration Statement on Form S-3 (the “ Registration Statement ”) includes that “NexPoint Real Estate Advisors X, L.P. is a wholly owned subsidiary of NexPoint.” The term “NexPoint” is defined in the Registration Statement to mean NexPoint Advisors, L.P. NexPoint Advisors, L.P. provides external management and advisory services, among other services, to a number of clients through its various subsidiaries, one of which is the Selling Stockholder, the Company’s external advisor. If you have any questions, please feel free to contact me at 214-276-6300 or our counsel, Justin Reinus of Winston & Strawn LLP, at 214-453-6566. Very truly yours, /s/ Paul Richards Paul Richards Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretar cc: Justin S. Reinus, Partner, Winston & Strawn LLP Charles T. Haag, Partner, Winston & Strawn LLP