NXPT NexPoint Capital Inc (PK)

As filed with the Securities and Exchange Commission on September 30, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Amendment No. 1

NexPoint Capital, Inc.

(Name of Subject Company (Issuer))

NexPoint Capital, Inc.

(Name of Filing Person (Issuer))

Common stock, par value $0.001

(Title of Class of Securities)

65341M 102

(CUSIP Number of Securities)

Dustin Norris

NexPoint Capital, Inc.

300 Crescent Court, Suite 700

Dallas, Texas 75201

Telephone: (972) 934-4700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:

Jon-Luc Dupuy

K&L Gates, LLP

1 Lincoln Street

Boston, MA 2111

Telephone: (617) 261-3146

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☒

ITEMS 1 THROUGH 9 AND ITEM 11.

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed by NexPoint Capital, Inc., a Delaware corporation (the “Company”), on August 23, 2024, relating to the Company’s offer to purchase for cash up to 2.5% of its outstanding shares of common stock, $0.001 par value (the “Stock”), upon the terms and conditions set forth in the Offer to Purchase dated August 23, 2024 (the “Offer to Purchase”) and in the Company’s related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, the “Offer”), copies of which have been previously filed as Exhibits (a)(1)(ii) and (a)(1)(i) to Schedule TO, respectively. The price to be paid for the Stock in cash will be an amount per Share, net to the seller in cash, (i) not less than the net asset value per Share (the “NAV Per Share”) of the Company’s Stock (as determined in good faith by the board of directors of the Company or a committee thereof, in its sole discretion) next calculated following the Expiration Date (as defined in the Offer) (date of repurchase) and (ii) not more than 2.5% greater than the NAV Per Share as of such date, plus any unpaid dividends accrued through the Expiration Date, or such later date to which the Offer is extended, less any applicable withholding taxes and without interest, and subject to the conditions set forth in the Offer, if properly tendered and not withdrawn prior to the Expiration Date. The information set forth in the Offer is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Amendment.

ITEM 10.

Not applicable.

ITEM 11.

Item 11 of the Schedule TO is hereby amended and supplemented to add the following:

On September 30, 2024, the Company issued a press release announcing the final results of the Offer, which expired at 4:00 p.m., New York City time, on September 24, 2024. A copy of the press release is filed as Exhibit (a)(5)(ii) to this Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBITS.

ITEM 13.

Not applicable.

2

SIGNATURE

After due 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.

Dated as of: September 30, 2024

3

EXHIBIT INDEX

Exhibit (a)(5)(ii)

NexPoint Capital, Inc. Announces Tender Offer for Common Stock

DALLAS, September 30, 2024 /PRNewswire/ — NexPoint Capital, Inc. (the “Company”), a non-traded publicly registered business development company sponsored and managed by NexPoint Advisors, L.P., today announced the expiration and final results for its tender offer (the “Tender Offer”) for up to 2.5% of its outstanding common stock (“Shares”) at a price of $5.58 per Share (an amount approved by the Company’s board of directors on September 26, 2024), plus any unpaid dividends accrued through the expiration date of the Tender Offer. The Fund’s Tender Offer expired on September 24, 2024, at 4:00 p.m. Eastern Time. 156,348.676 shares of the Company were tendered for repurchase in the Tender Offer.

Any questions regarding the Tender Offer can be directed to the Company’s Tender Agent, DST Systems, Inc., at (844) 485-9167. The Company’s current offering price for its Shares, as well as other information, including information about management and the healthcare-focused investment strategy, are available at nexpoint.com. The information on or accessible through nexpoint.com is not incorporated by reference herein.

About NexPoint Capital, Inc.

NexPoint Capital, Inc. is a non-traded, publicly registered business development company sponsored and managed by NexPoint Advisors, L.P.

About NexPoint Advisors, L.P.

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

Except for the historical information and discussions contained herein, statements contained in this news release constitute forward-looking statements. These statements may involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially, including the performance of financial markets, the investment performance of NexPoint Advisors’ sponsored investment products, general economic conditions, future acquisitions, competitive conditions, and government regulations, including changes in tax laws. Readers should carefully consider such factors. Further, such forward-looking statements speak only on the date at which such statements are made. NexPoint Advisors undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statement.

This material has been distributed for informational purposes only and should not be considered as investment advice or a recommendation of any particular security, strategy, or investment product. Neither the Company, nor the Company’s Board of Directors, nor NexPoint Advisors makes any recommendation as to whether to tender or not to tender any Shares in the Tender Offer. No part of this material may be reproduced in any form, or referred to in any other publication, without express written permission.

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Contact Information for Tender Offer:

Financial Advisors: (855) 498-1580

Shareholders: (844) 485-9167

Media Contact: Pro-nexpoint@prosek.com