NexPoint Nominates Four Independent Trustees to United Development Funding (UDF IV) Board of Trustees

Rhea-AI Summary

NexPoint Real Estate Opportunities has nominated four independent trustees for the United Development Funding IV (UDF IV) Board, aiming to address corporate governance issues and financial mismanagement. The nominees are Paul S. Broaddus, Edward N. Constantino, John A. Good, and Julie E. Silcock, each bringing extensive REIT and financial expertise. NexPoint's action follows a court order mandating the election of independent trustees by December 31, 2024. As UDF IV's largest shareholder, NexPoint claims that current trustees have failed in their fiduciary duties, citing misuse of funds and governance abuses. NexPoint advocates for the election of their nominees to restore transparency, accountability, and shareholder value.

Positive

• NexPoint has nominated four independent trustees with extensive REIT and financial expertise, indicating strong potential for improved governance.
• A court order mandates the election of independent trustees, ensuring accountability and oversight.
• NexPoint's nominees have a proven track record and significant experience, likely to benefit UDF IV's corporate governance.
• The upcoming shareholder meeting provides an opportunity for shareholders to influence the board's composition and address past governance failures.

Negative

• UDF IV has not held shareholder meetings or trustee elections for several years, indicating poor governance practices.
• Current trustees are accused of misusing shareholder funds and failing in their fiduciary duties.
• Governance abuses include amending bylaws to prevent fair trustee elections and allowing criminally convicted individuals to influence company decisions.
• The company's assets are concentrated with a single borrower with a history of non-performance, increasing financial risk.

DALLAS, June 20, 2024 /PRNewswire/ -- NexPoint Real Estate Opportunities, LLC (together with its affiliates "NexPoint"), a major shareholder of United Development Funding IV ("UDF IV" or the "Company"), a real estate investment trust ("REIT"), today announced its nomination of four highly qualified, independent candidates for election to the UDF IV Board of Trustees at the Company's upcoming Annual Meeting of Shareholders.

Following years of holding no UDF IV shareholder meetings prior to December 2023, or elections of independent trustees, the Circuit Court for Baltimore City, Maryland has ordered UDF IV to conduct an election for four independent Trustees at an Annual Meeting that must be held on or before December 31, 2024.

NexPoint has delivered to UDF IV its nomination of the following four highly qualified and independent trustee candidates:

• Paul S. Broaddus – Mr. Broaddus is a seasoned entrepreneur in commercial real estate across Texas, operating a $200 million portfolio as the Managing Partner and Chief Financial Officer of Riverbend Development and My Garage Self Storage, where he also serves as President. His expertise in raising and investing capital, alongside his extensive experience in acquisitions and asset dispositions, as well as REIT accounting practices and tax structuring, will help to ensure proper financial management of UDF IV.
   
• Edward N. Constantino – Mr. Constantino has over 40 years of audit, advisory, and tax experience and substantial expertise in REIT governance. He retired as an audit partner from KPMG where he oversaw the firm's real estate and asset management business. Mr. Constantino currently serves on the boards of several publicly traded REITs, including as audit committee chair, as well as on the board of public company Patriot National Bancorp, Inc. His extensive experience in real estate accounting will enhance financial oversight and accountability for UDF IV shareholders.
   
• John A. Good – Mr. Good is a nationally recognized REIT executive and lawyer. He is the Chief Executive Officer of NexPoint Storage Partners, Inc. (formerly Jernigan Capital, Inc., a NYSE-listed self-storage REIT), an independent director and audit committee chair of another NYSE-listed REIT and was formerly a partner and co-head of the REIT practice group of Morrison & Foerster LLP. He has more than 28 years of experience working (either as a senior executive officer and board member or as a trusted counsel) with senior management teams and public company boards in the REIT and financial services industries on corporate finance, corporate governance, M&A, tax, executive compensation, joint venture, and strategic planning projects. He has served as lead counsel on over 200 securities offerings raising over $25 billion, with more than 125 of those deals being in the REIT industry. Mr. Good's vast experience in the REIT sector as an executive, board member and counselor makes him well qualified to provide critical strategic guidance and financial oversight to UDF IV.
   
• Julie E. Silcock – Ms. Silcock is an experienced financial services professional who has served on several public company boards across various industries. She formerly served as a Partner at CDX Advisors, a tech-enabled investment bank, as well as Managing Director and Co-Head of Southwest Investment Banking at Houlihan Lokey. Ms. Silcock currently serves on the boards of Overseas Shipholding Group Inc., JC Skincare, Goodwill Industries of Dallas, Inc., and the U.S. Ski & Snowboard Foundation. Her well-honed financial acumen, strategic M&A knowledge, and extensive governance expertise will be pivotal in strengthening UDF IV's financial operations and ensuring robust corporate governance that serves the interests of shareholders.

NexPoint is nominating Edward N. Constantino and Julie E. Silcock as Class II trustees with three-year terms eligible for re-election in 2027, and Paul S. Broaddus and John A. Good as Class III trustees with one-year terms eligible for re-election in 2025.

As UDF IV's largest shareholder, NexPoint has been working for over four years to establish proper oversight and accountability at UDF IV. In making its nominations, NexPoint provided the following comment:

"Now that four of UDF IV's incumbent trustees must stand for election following a court order, shareholders finally have the chance to take action to address the company's corporate governance failures and dramatic multi-year diminution of shareholder value. With our proposed Trustees, shareholders can elect a Board that will represent shareholders' interests and find opportunities to provide a path to value recapture/creation and, ultimately, liquidity. Our nominees have decades of REIT and asset management experience and a strong track record of upholding their fiduciary duties. If elected, we believe they will restore integrity, accountability, and transparency at UDF IV while working to recover lost value.

"Our efforts have already delivered significant victories for shareholders, including securing this upcoming 2024 Annual Meeting, and our trustee nominees will work to enact further positive changes. After years of opaque accounting and financial reporting, stagnant real estate developments, and the misuse of shareholder funds, shareholders should seize this moment to reclaim their rightful ownership of UDF IV and support these highly qualified nominees."

NexPoint believes that UDF IV's incumbent trustees have entrenched themselves through a systematic disenfranchisement of voters and have stifled any attempt by shareholders to drive meaningful change. Despite the convictions and subsequent incarcerations of several of UDF IV's founders and former management team, the trustees have continued to resist shareholder calls for transparency, accountability, and reform. NexPoint believes there are numerous examples of governance abuses at UDF IV, including:

• The trustees have thwarted shareholder initiatives for accountability through acts of poor governance, including amending Company bylaws to prevent the fair nomination and election of trustees who genuinely represent shareholders' interests.
• The so-called independent trustees have shown disregard for shareholder democracy: three have not stood for election since 2015, and one has never been elected by shareholders at all.
• The trustees have inexplicably allowed the Company's advisor and much of the former management team to remain in place, despite a history of criminal fraud at the company.
• The trustees also appear to have supported former management in using shareholder funds to cover legal fees for their criminal cases, uses which NexPoint believes to be in violation of their fiduciary duty and ethical standards.
• The trustees have allowed the Company's assets to be concentrated with one borrower who has a history of not performing its obligations and using this concentration to influence the actions of the Company.

NexPoint encourages shareholders to visit udfaccountability.com and complete the contact form to receive ongoing updates about the Company and the upcoming Annual Meeting, including about the meeting date once it has been set by the Company. Shareholders can also contact NexPoint via email at udfinvestors@nexpoint.com.

Additional information about NexPoint's nominees can be found at udfaccountability.com/nominees.

About NexPoint

NexPoint Real Estate Opportunities, LLC is a wholly owned subsidiary of NexPoint Diversified Real Estate Trust, Inc. (NYSE: NXDT), an affiliate of NexPoint Advisors, L.P.

NexPoint Advisors, L.P. is an SEC-registered adviser on the NexPoint alternative investment platform. It serves as the adviser to a suite of funds and investment vehicles, including a closed-end fund, interval fund, business development company, and various real estate vehicles. For more information visit www.nexpoint.com.

IMPORTANT INFORMATION

NexPoint Real Estate Opportunities, LLC ("NexPoint") intends to deliver a proxy statement with respect to its solicitation of proxies for nominees to be elected to the United Development Funding IV ("UDF IV") Board of Trustees at the Annual Meeting of Shareholders of UDF IV. The date for the Annual Meeting has not yet been set and NexPoint is not soliciting proxies at this time. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE NEXPOINT PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN AVAILABLE IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Copies of the documents will be made available free of charge from NexPoint by accessing the website www.udfaccountability.com.

NexPoint, its affiliates, their directors and executive officers and other members of management and employees may be participants (collectively "Participants") in the solicitation of proxies by NexPoint. Information about NexPoint's nominees to the UDF IV Board of Trustees and information regarding the direct or indirect interests in UDF IV, by security holdings or otherwise, of NexPoint, the other Participants and NexPoint's nominees will be available in the proxy statement. NexPoint's disclosure of any security holdings will be based on information made available to NexPoint by such Participants and nominees. UDF IV is no longer subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. Consequently, NexPoint's knowledge of significant security holders of UDF IV and as to UDF IV itself is limited.

CONTACT INFORMATION

For Information/Updates on UDF IV

Website: www.udfaccountability.com

Email: udfinvestors@nexpoint.com

Investor Contacts

Chuck Garske / Jeremy Provost / Theo Caminiti (Okapi Partners):

Email: info@okapipartners.com

Phone: (212) 297-0720

Media Contacts

Lucy Bannon (NexPoint): lbannon@nexpoint.com

Paul Caminiti/Pamela Greene (Reevemark): nexpointteam@reevemark.com

NexPoint Investor Relations

Kristen Thomas: ir@nexpoint.com

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SOURCE NexPoint Advisors, L.P.

FAQ

Who are the nominees for UDF IV's Board of Trustees as announced by NexPoint?

NexPoint has nominated Paul S. Broaddus, Edward N. Constantino, John A. Good, and Julie E. Silcock for UDF IV's Board of Trustees.

What is the significance of the upcoming UDF IV Annual Meeting?

The 2024 Annual Meeting, mandated by a court order, will allow shareholders to elect four independent trustees, addressing years of governance issues.

Why has NexPoint nominated new trustees for UDF IV?

NexPoint aims to address corporate governance failures and financial mismanagement at UDF IV by nominating independent trustees.

What expertise do the nominated trustees bring to UDF IV?

The nominees bring extensive experience in REIT governance, financial oversight, and strategic planning, which can enhance UDF IV's operations.

What governance abuses has NexPoint alleged against UDF IV's current trustees?

NexPoint alleges governance abuses including thwarting shareholder initiatives, misuse of funds, and allowing criminally convicted individuals to remain influential.