0000945621-14-000284.txt : 20141118 0000945621-14-000284.hdr.sgml : 20141118 20141118171616 ACCESSION NUMBER: 0000945621-14-000284 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141118 DATE AS OF CHANGE: 20141118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NexPoint Capital, Inc. CENTRAL INDEX KEY: 0001588272 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88370 FILM NUMBER: 141232729 BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 700 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (972) 628-4100 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 700 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: NexPoint Capital, LLC DATE OF NAME CHANGE: 20131002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NexPoint Advisors, L.P. CENTRAL INDEX KEY: 0001617621 IRS NUMBER: 364728498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 700 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 972.628.4100 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 700 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 nexpoint13da11182014.htm AMENDMENT NO. 1 TO SCHEDULE 13D nexpoint13da11182014.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
NEXPOINT CAPITAL, INC.
(Name of Issuer)
 
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
 
65341M 102
(CUSIP Number)
 
James Dondero
c/o NexPoint Advisors, L.P.
300 Crescent Court, Suite 700
Dallas, Texas 75201
(972) 628-4100

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 14, 2014
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 

CUSIP No.    65341M 102
13D
Page 2 of 7
1
NAMES OF REPORTING PERSONS
 
NEXPOINT ADVISORS, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)    o                  (b)     o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
1,380,432.346
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,380,432.346
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,380,432.346
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
100.0%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IA; PN


 
 
 


CUSIP No.    65341M 102
13D
Page 3 of 7
1
NAMES OF REPORTING PERSONS
 
NEXPOINT ADVISORS GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)    o                  (b)     o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
1,380,432.346
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,380,432.346
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,380,432.346
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
100.0%
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO; HC


 
 
 


CUSIP No.    65341M 102
13D
Page 4 of 7
1
NAMES OF REPORTING PERSONS
 
JAMES DAVID DONDERO
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)    o                  (b)     o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
1,380,432.346
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,380,432.346
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,380,432.346
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
100.0%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN; HC


 
 
 
CUSIP No.    65341M 102
13D
Page 5 of 7
 

 
This Amendment No. 1 to Schedule 13D is filed by the Reporting Persons as an amendment to the Schedule 13D filed with the Securities and Exchange Commission on October 27, 2014 . This Amendment No. 1 relates to common stock, par value $0.001 per share (the “Common Stock”), of NexPoint Capital, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the original Schedule 13D. Only those items of the Schedule 13D that are being amended hereby are included in this Amendment No. 1, and each such amended item that is included is amended and restated in its entirety.

Item 3.   Source and Amount of Funds or Other Consideration.
 
On June 10, 2014, the Issuer converted from a limited liability company to a Delaware corporation. In connection with such conversion, NexPoint Advisors, the existing member of the Issuer, exchanged 21,739.130 LLC units for 21,739.130 shares of Common Stock.

On September 2, 2014,  NexPoint Advisors purchased an additional 434,780.163 shares of Common Stock in a private placement with the Issuer for an aggregate price of approximately $4.0 million, or $9.20 per share.  NexPoint Advisors entered into a second private placement with the Issuer on October 8, 2014, pursuant to which NexPoint Advisors purchased an additional 652,173.913 shares of Common Stock for an aggregate price of $6.0 million, or $9.20 per share.

On November 14, 2014, NexPoint Advisors purchased 271,739.130 shares of Common Stock in the Issuer’s continuous public offering.  NexPoint Advisors purchased the Common Stock at a price of $9.20 per share, which reflects the public offering price of $10.00 per share less selling commissions and dealer manager fees, for an aggregate price of $2.5 million.

The funds used to purchase the shares of Common Stock in each acquisition were from existing available operating capital of NexPoint Advisors and none of the consideration for such shares was represented by borrowed funds.

Item 5.                                Interest in Securities of the Issuer.
 
NexPoint Advisors is the record and beneficial owner of, and has sole voting and sole dispositive power with respect to, 1,380,432.346 shares of Common Stock, which represented 100.0% of the outstanding shares of Common Stock as of November 18, 2014.

Neither NexPoint GP nor James Dondero directly owns any Common Stock of the Issuer. However, NexPoint GP, as the general partner of NexPoint Advisors, may be viewed as having sole voting and sole dispositive power with respect to, and may be deemed to beneficially own, all of the shares of the Issuer owned by NexPoint Advisors. NexPoint GP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

 
 
 
CUSIP No.    65341M 102
13D
Page 6 of 7
 

 
Mr. Dondero, as President and sole member of NexPoint GP, may be viewed as having sole voting and sole dispositive power with respect to, and may be deemed to beneficially own, all of the shares of the Issuer owned by NexPoint Advisors and controlled by NexPoint GP.  Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

The transactions by which the Reporting Persons became beneficial owners of shares of the Common Stock reported herein are described in Item 3 above.



 
 
 
CUSIP No.    65341M 102
13D
Page 7 of 7
 

 
SIGNATURE

 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  November 18, 2014
 
 
 
NEXPOINT ADVISORS, L.P.
    
       
  By:  NexPoint Advisors GP, LLC, its general partner    
       
 By: /s/ Brian Mitts             
  Name:  Brian Mitts    
  Title:    Secretary    
       
       
 
NEXPOINT ADVISORS GP, LLC
    
       
 By: /s/ Brian Mitts             
  Name:  Brian Mitts    
  Title:    Secretary
       
       
 
JAMES DONDERO
    
       
 By: /s/ James Dondero            
  Name:   James Dondero