NexPoint Hospitality Trust Announces Non-Brokered Private Placement Of Trust Units
DALLAS and TORONTO, Jan. 30, 2020 /CNW/ -- NexPoint Hospitality Trust (TSX-V: NHT.U) ("NHT") is pleased to announce that it intends to complete a non-brokered private placement offering (the "Private Placement"), pursuant to which certain existing unitholders of NHT (collectively, the "Subscribers") will purchase an aggregate of 863,512 trust units ("Units") of NHT at a price of US$5.00 per Unit for aggregate gross proceeds of US$4,317,560.
The Private Placement remains subject to approval by the TSX Venture Exchange (the "TSXV") and is expected to be completed in the first quarter of 2020. 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 will constitute 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 TSXV.
The Private Placement will be 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 to be issued nor the consideration to be paid for the Units subscribed for by related parties of NHT will exceed 25% of NHT's market capitalization.
As at the date of this news release, the Subscribers beneficially own or directly or indirectly exercises control or direction over an aggregate of 17,589,708 Units, representing 61.72% of NHT's 28,501,350 issued and outstanding Units. Assuming the Private Placement is completed, the Subscribers will beneficially own or directly or indirectly exercise control or direction over an aggregate of 18,453,220 Units, representing 62.84% of NHT's 29,364,862 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 will be completed pursuant to subscription agreements entered into between NHT and each of the Subscribers which will 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 risks and uncertainties include, but are not limited to, risks related to NHT's ability to close the Private Placement, the approval of the Private Placement by the TSXV and 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.
Contact:
Jackie Graham
Investor Relations
972-419-6213
SOURCE NexPoint Hospitality Trust
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