DALLAS and TORONTO , Feb. 6, 2020 /PRNewswire/ -- NexPoint Hospitality Trust (NHT-U.V) ("NHT") is pleased to announce that it completed the non-brokered private placement offering (the "Private Placement") announced on January 30, 2020 , pursuant to which certain existing unitholders of NHT (the "Subscribers") purchased an aggregate of 850,705 trust units ("Units") of NHT at a price of US$5.00 per Unit for aggregate gross proceeds of US$4,253,525 . NHT intends to use net proceeds of the Private Placement for general working capital purposes.
Certain Subscribers are, or are directly or indirectly controlled by related parties of NHT. As a result, the Private Placement constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101") and Policy 5.9 of the TSX Venture Exchange.
The Private Placement was completed in reliance on (i) an available exemption from the formal valuation requirement of MI 61-101 provided in paragraph (a) of Section 5.5 of MI 61-101 and (ii) an available exemption from the minority shareholder approval requirement of MI 61-101 provided in paragraph (a) of Section 5.7(1) of MI 61-101. Neither the fair market value of the Units issued nor the consideration paid for the Units subscribed for by related parties of NHT exceeded 25% of NHT's market capitalization.
Due to a reduction in the number of subscribers following the announcement of the Private Placement, the aggregate amount of Units issued by NHT on closing is 12,807 Units less than previously disclosed by NHT on January 30, 2020 . Prior to the completion of the Private Placement, the Subscribers beneficially owned or directly or indirectly exercised control or direction over an aggregate of 16,713,862 Units, representing 58.64% of NHT's 28,501,350 issued and outstanding Units. Following the closing of the Private Placement, the Subscribers beneficially own or directly or indirectly exercises control or direction over an aggregate of 17,564,567 Units, representing 59.84% of NHT's 29,352,055 issued and outstanding Units.
The Private Placement was approved by the independent members of NHT's board of trustees, with James Dondero abstaining from all related voting and discussions.
The Private Placement was completed pursuant to subscription agreements entered into between NHT and each of the Subscribers which contain standard representations and warranties as to eligibility to participate in the Private Placement under applicable securities laws.
About NexPoint Hospitality Trust
NexPoint Hospitality Trust is a publicly traded real estate investment trust, with its units listed on the TSX Venture Exchange under the ticker NHT.U. NHT is focused on acquiring, owning and operating well located hospitality properties in the United States that offer a high current yield and in many cases, that are underperforming assets with the potential to increase in value through investments in capital improvements, a market-based recovery, brand repositioning, revenue enhancements, operational improvements, reducing expense inefficiencies, and exploiting excess land or underutilized space. NHT owns 11 branded properties sponsored by Marriott, Hilton and InterContinental Hotels Group, located across the U.S., specifically in the Seattle , Portland , Dallas , Nashville and St. Petersburg markets. NHT is externally advised by NexPoint Real Estate Advisors VI, L.P. For more information, visit www.nexpointhospitality.com.
Cautionary Statement Regarding Forward-Looking Information
This news release may contain forward-looking information within the meaning of applicable securities legislation, which reflects NHT's current expectations regarding future events and in some cases can be identified by terms such as "will", "may", "expected" and other similar expressions. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond NHT's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risk and uncertainties include, but are not limited to, uncertainties related to the intended use of proceeds from the Private Placement. Information contained in forward-looking statements is based upon certain material assumptions. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect. NHT does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. This forward-looking information speaks only as of the date of this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE NexPoint Hospitality Trust