NexPoint Diversified Real Estate Trust (NXDT)

[Enterprising Investor]

NexPoint Strategic Opportunities Fund Commences Tender Offer for up to 15 Million Common Shares in Exchange for $150 Million in 5.50% Series A Cumulative Preferred Shares and Cash (10/30/20)

- Company Will Purchase up to 15 Million in Common Shares at Price Between $10.00 and $12.00 per Share in Exchange for Preferred Shares and Cash

- Preferred Shares Valued at Liquidation Preference of $25.00 per Share with 5.50% Dividend Rate

DALLAS, Oct. 30, 2020 /PRNewswire/ -- NexPoint Strategic Opportunities Fund (NYSE:NHF) ("NHF" or the "Company") today announced the commencement of an issuer tender offer pursuant to Rule 13e-4 under the Securities Exchange Act of 1934 (the "Exchange Act") for up to 15 million of its common shares ("Common Shares"). The Company will purchase Common Shares at a maximum aggregate purchase price of $150 million in exchange for consideration consisting of approximately 20% cash and 80% newly-issued shares of the Company's 5.50% Series A Cumulative Preferred Shares valued at their liquidation preference $25.00 per share ("Series A Preferred Shares") (collectively, the "Exchange Offer").

The Company announced the Exchange Offer in a press release on October 15, 2020. The Exchange Offer will expire on December 10, 2020 at 5:00 p.m. EST (the "Expiration Date"), unless extended in accordance with the terms of the Exchange Offer.

NHF commences tender offer for Common Shares in exchange for 5.50% Series A Cumulative Preferred Shares and cash

The Company is conducting the Exchange Offer through a procedure called a "Modified Dutch Auction." For a common shareholder choosing to participate in the Exchange Offer, this procedure allows the shareholder to select a price between $10.00-$12.00 per Common Share at which they are willing to sell their Common Shares. After all tendering shareholders indicate their respective sale prices, the Company will pay the lowest price indicated that will permit the Company to purchase as many Common Shares as possible, up to the maximum aggregate purchase price of $150 million. For example, if the lowest price indicated is $10.00 per Common Share, the Company will purchase up to 15 million Common Shares. Conversely, if the lowest price indicated is $12.00 per Common Share, the Company will purchase up to 12.5 million Common Shares. The maximum aggregate purchase price for all Common Shares will be $150 million, regardless of the actual purchase price per Common Share.1

Dividends and distributions on the Series A Preferred Shares are cumulative from their original issue date at the annual rate of 5.50% of the $25.00 per share liquidation preference and will be payable quarterly on March 31, June 30, September 30 and December 31 of each year, beginning with the first payment on March 31, 2021.

The purpose of the Exchange Offer is to provide shareholders with an opportunity to exchange Common Shares at a premium to the current market price, while increasing the NAV per Common Share for shareholders who choose not to participate—or choose not to participate fully—in the Exchange Offer.

Additional Information on Exchange Offer

Full terms of the Exchange Offer are available at www.sec.gov. Exchange Offer documents will be mailed to shareholders on or about November 2, 2020.

Any questions about the Exchange Offer or requests for assistance in tendering Shares can be directed to the Company's Information Agent, AST Fund Solutions, LLC. The Company's Information Agent can be reached toll-free at [phone].

The Exchange Offer is not expected to have any effect on the Company's conversion to a real estate investment trust (a "REIT", and the conversion, the "Conversion"). The Company currently intends to continue with the Conversion process regardless of the outcome of the Exchange Offer.

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About the NexPoint Strategic Opportunities Fund (NHF)

The NexPoint Strategic Opportunities Fund (NYSE:NHF) is a closed-end fund managed by NexPoint Advisors, L.P. that is in the process of converting to a diversified REIT. On August 28, 2020, shareholders approved the Conversion proposal and amended the Company's fundamental investment policies and restrictions to permit the Company to pursue its new business. The Company is in the process of realigning its portfolio so that it is no longer an "investment company" under the Investment Company Act of 1940 (the "1940 Act") and continues to expect the Company to be able to transition its investment portfolio sufficient to qualify as a REIT for tax purposes by the first quarter of 2021 and to apply to the Securities and Exchange Commission (the "SEC") for an order under the 1940 Act declaring that the Company has ceased to be an investment company (the "Deregistration Order") in the first half of 2021.

For more information visit www. www.nexpointgroup.com/nexpoint-strategic-opportunities-fund/

About NexPoint Advisors, L.P.

NexPoint Advisors, L.P. (the "Investment Adviser") 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.nexpointgroup.com

https://www.prnewswire.com/news-releases/nexpoint-strategic-opportunities-fund-commences-tender-offer-for-up-to-15-million-common-shares-in-exchange-for-150-million-in-5-50-series-a-cumulative-preferred-shares-and-cash-301163867.html