SEC Company Response from NexPoint Real Estate Finance, Inc. (NREF, NREF-PA) (CIK 0001786248) (NREF) — Jan 17, 2020
NexPoint Real Estate Finance, Inc. (NREF, NREF-PA) (CIK 0001786248)
Date: Jan. 17, 2020 · CIK: 0001786248 · Accession: 0001193125-20-010265
AI Filing Summary & Sentiment
File numbers found in text: 333-235698
Referenced dates: January 14, 2020
Letter
January 17, 2020
BY EDGAR
Folake Ayoola
Senior Counsel, Office of Real Estate and Construction
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: NexPoint Real Estate Finance, Inc.
Registration Statement on Form S-11
Filed December 24, 2019
File No. 333-235698
Ladies and Gentlemen:
NexPoint Real Estate Finance, Inc. (the “Company”) has today filed a pre-effective amendment to its Registration Statement on Form S-11 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). On behalf of the Company, we are responding to the comment of the staff of the Division of Corporation Finance of the Commission (the “Staff”) contained in its letter dated January 14, 2020. For ease of reference, the text of the Staff comment is included in bold-face type below, followed by the Company’s response. Except as otherwise provided, page references included in the body of the Company’s response are to the Registration Statement.
Registration Statement Filed on Form S-11
4. Pro Forma Adjustments, page F-18
1. We note from your disclosure in notes (b) through (f) that balances reflected in the columns of your unaudited pro forma consolidated balance sheet as of September 30, 2019 for SFR Loans, CMBS B-Pieces, Mezzanine Loan, Preferred Equity and Alternative Structured Financing Investment (“ASFI”) represent “the contribution and subsequent results” of the respective assets and liabilities upon the completion of the Formation Transaction. Additionally, we note from note (b) that cash attributable to the SFR Loans consists of monthly payments of interest and principal less interest expense and servicing fees. Please clarify for us what is meant by “subsequent results” and whether or not results of operations subsequent to the Formation Transaction are reflected in any balance sheet line item of your pro forma balance sheet.
Response: The Company acknowledges the Staff’s comment and advises the Staff that the unaudited pro forma consolidated balance sheet (now as of December 31, 2019) does not include subsequent results of operations. The disclosure in notes (b) though (f) have been updated to clarify this.
* * * * * * *
United States Securities and Exchange Commission
January 17, 2020
Page 2 of 2
If you have any questions, please feel free to contact me at 214.453.6494. Thank you for your cooperation and prompt attention to this matter.
Sincerely,
/s/ Charles T. Haag
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CORRESP 1 filename1.htm CORRESP January 17, 2020 BY EDGAR Folake Ayoola Senior Counsel, Office of Real Estate and Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: NexPoint Real Estate Finance, Inc. Registration Statement on Form S-11 Filed December 24, 2019 File No. 333-235698 Ladies and Gentlemen: NexPoint Real Estate Finance, Inc. (the “Company”) has today filed a pre-effective amendment to its Registration Statement on Form S-11 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). On behalf of the Company, we are responding to the comment of the staff of the Division of Corporation Finance of the Commission (the “Staff”) contained in its letter dated January 14, 2020. For ease of reference, the text of the Staff comment is included in bold-face type below, followed by the Company’s response. Except as otherwise provided, page references included in the body of the Company’s response are to the Registration Statement. Registration Statement Filed on Form S-11 4. Pro Forma Adjustments, page F-18 1. We note from your disclosure in notes (b) through (f) that balances reflected in the columns of your unaudited pro forma consolidated balance sheet as of September 30, 2019 for SFR Loans, CMBS B-Pieces, Mezzanine Loan, Preferred Equity and Alternative Structured Financing Investment (“ASFI”) represent “the contribution and subsequent results” of the respective assets and liabilities upon the completion of the Formation Transaction. Additionally, we note from note (b) that cash attributable to the SFR Loans consists of monthly payments of interest and principal less interest expense and servicing fees. Please clarify for us what is meant by “subsequent results” and whether or not results of operations subsequent to the Formation Transaction are reflected in any balance sheet line item of your pro forma balance sheet. Response: The Company acknowledges the Staff’s comment and advises the Staff that the unaudited pro forma consolidated balance sheet (now as of December 31, 2019) does not include subsequent results of operations. The disclosure in notes (b) though (f) have been updated to clarify this. * * * * * * * United States Securities and Exchange Commission January 17, 2020 Page 2 of 2 If you have any questions, please feel free to contact me at 214.453.6494. Thank you for your cooperation and prompt attention to this matter. Sincerely, /s/ Charles T. Haag cc: Brian Mitts, President, NexPoint Real Estate Finance, Inc. Justin S. Reinus, Partner, Winston & Strawn LLP Robert K. Smith, Partner, Hunton Andrews Kurth LLP James V. Davidson, Partner, Hunton Andrews Kurth LLP