DALLAS, January 25, 2022 — NexPoint Advisors, L.P., investment adviser to the NexPoint Diversified Real Estate Trust and other traded and non-traded funds (together “NexPoint”), today provided an update on United Development Funding IV (“UDFI” or the “Company”) after four UDFI officers were convicted of fraud by a federal jury on January 21, 2022. The jury found the four officers guilty on all ten counts of the indictment, which included securities fraud, conspiracy to commit securities fraud, and conspiracy to commit wire fraud affecting a financial institution.
The conviction reaffirms NexPoint’s ongoing concerns about the lack of transparency and accountability at UDFI. The Company has failed to provide any reliable, substantive financial information to shareholders since November 2015. NexPoint is the largest UDFI shareholder and has been working on behalf of all investors to drive long-term value at the Company. Accordingly, NexPoint has made several attempts to improve transparency by meeting with management to inquire about UDFI’s financial condition and strategy and by requesting the Company provide shareholders with basic financial information; however, the Company has steadfastly refused to supply NexPoint and all other UDFI shareholders with any significant information about the Company. Moreover, notwithstanding legal and charter requirements for UDFI to provide financial statements and other material information to shareholders, the UDFI Board of Trustees has taken no corrective action, leading NexPoint to seek relief through the courts.
NexPoint has filed suit to compel the Company to provide shareholders with access to its books and records and is currently seeking the appointment of a receiver. The January 21 conviction of the key leaders of UDFI and its external adviser on financial fraud charges increases the need for such oversight.
Background on Criminal Case
The case was announced on October 15, 2021 through an indictment filed in federal court. (A copy of the indictment can be found here.) According to the indictment, four Company executives engaged in a scheme to defraud investors and mislead its lenders using multiple investment fund entities, including UDFI.
The four executives are:
- Hollis Greenlaw, Chief Executive Officer and Chairman of the Board;
- Ben Wissink, President;
- Cara Obert, Chief Financial Officer; and
- Brandon Jester, Director of Asset Management.
All hold similar positions at the other entities involved in the alleged scheme, including UDFI’s external adviser, UMTH General Services, L.P. (the “UDFI Adviser”).
The trial began on January 11, 2022. After five days of trial and two days of deliberation, the jury found the four officers guilty on all ten counts, which included conspiracy to commit wire fraud affecting a financial institution, conspiracy to commit securities fraud, and securities fraud. (An announcement from the office of the U.S. Attorney for Northern District of Texas can be found here.)
A sentencing hearing is scheduled for May 20, 2022. The four officers face up to 25 years each in federal prison.
The conviction is the latest in a long list of charges and complaints surrounding UDFI. Despite substantive evidence of corporate wrongdoing over several years, the Board continued to permit management to withhold information from investors, collect millions of dollars in management fees, and spend material amounts of corporate funds on litigation to thwart shareholder efforts to obtain financial and operational transparency.
As the largest shareholder of UDFI, NexPoint has previously raised issues about the management and oversight of UDFI and sought to engage the Board in a dialogue that could result in steps to return the Company to a path toward value creation and liquidity for shareholders. The Board refused to talk to NexPoint, prompted by management’s false accusations regarding NexPoint’s intentions and past conduct.
On January 24, 2022, as a result of the fraud conviction, the Company announced the following changes to the Board and management:
- Hollis Greenlaw resigned from his position as CEO and Chairman of the Board;
- Jim Kenney was appointed acting CEO and elected to the Board as a Managing Trustee;
- Stacey Dwyer was appointed acting CFO; and
- Larry Jones will serve as Chairman of the Board.
NexPoint hopes this fraud conviction will finally result in the removal of the management team, termination of the Advisory Agreement with the UDFI Adviser (which is owned and controlled by the convicted officers), cessation of using Company assets on needless litigation, and provision of complete and accurate financial statements and other material information regarding execution of the Company’s business plan that have been withheld from public shareholders for almost seven years.
NexPoint welcomes interaction with and assistance from other holders of UDFI common stock who desire to hold the Company and Board accountable for this continuous mistreatment of shareholders that has now lasted 74 months. We encourage investors to contact NexPoint at: email@example.com.
In the meantime, NexPoint has an active offer outstanding to purchase from existing shareholders Shares of Beneficial Interest (the “Shares”) of UDFI at a price of $1.10 per Share upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Assignment Form for the offer (which together constitute the “Offer” and the “Tender Offer Documents”). The Offer provides shareholders with an immediate liquidity option. The Tender Offer Documents are available at www.UDFITenderOffer.com, or from the information agent for the Offer, as discussed below.
Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the Offer to Purchase and the Assignment Form from D.F. King & Co., Inc., the information agent for the Offer (the “Information Agent”), by calling toll-free at (800) 331-7543.
About 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.
Risks and Disclosures
This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any common stock of UDFI or any other securities. The offer to purchase common stock of UDFI will only be made pursuant to the Offer to Purchase, the Assignment Form and related documents. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE ASSIGNMENT FORM AND CERTAIN OTHER TENDER OFFER DOCUMENTS) WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF UDFI ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Investors and security holders may obtain a free copy of these statements (when available) by directing such requests to the Information Agent, by calling toll-free at (800) 331-7543.