Nexpoint Advisors, L.P. made a non-binding letter of intent to acquire Jernigan Capital, Inc. (NYSE:JCAP) for approximately $400 million on May 11, 2020. Nexpoint Advisors, L.P. entered into a definitive merger agreement to acquire Jernigan Capital, Inc. on August 3, 2020. Under the terms of the agreement, Nexpoint will pay $17.3 per share in cash for common stock and holders of Jernigan Capital, Inc.’s Series B preferred stock will receive cash equal to $25 per share plus all accrued dividends (whether or not authorized or declared) up to, but excluding, the date the merger is consummated. Pursuant to the terms and conditions in the merger agreement, at the Jernigan Capital, Inc. merger effective time, each share of Series A preferred stock of Jernigan Capital, Inc. will be automatically converted into the right to receive one validly issued, fully paid and non-assessable share of common stock of NexPoint without interest, each restricted stock award in respect of company shares that is outstanding immediately prior to the company merger effective time will be cancelled in exchange for a cash in an amount equal to the per share merger consideration. Each performance share unit (“PSU”) award in respect of company shares outstanding immediately prior to the company merger effective time will be cancelled in exchange for a number of company shares equal to the number of PSU's that would vest based on the company’s relative total shareholder return performance (as set forth in the applicable agreement governing such PSU), calculated as of the date of the company merger effective time, and such company shares will automatically be converted into the right to receive the per share merger consideration. If the merger is completed, the shares of Jernigan Capital will no longer be traded on the New York Stock Exchange. For the first 45 days following the signing of the Merger Agreement (the “Go-Shop Period”), Jernigan Capital will be permitted to solicit, propose, encourage or facilitate competing bids and negotiate competing company acquisition proposals, subject to certain information and matching rights of Parent. As of September 17, 2020, the Go-Shop period ended. Upon termination of the agreement, Jernigan Capital will be required to pay a termination fee to Parent of $25.6 million. The $25.6 million fee will be reduced to $16 million upon some events. If Nexpoint Advisors, L.P. terminates the transaction, Nexpoint will pay $32 million as termination fees. A committee consisting of all directors (other than Jim Dondero, founder and President of NexPoint) established to evaluate the transaction. The transaction is subject to customary closing conditions, including stockholders approval of Jernigan Capital. The transaction is not contingent on receipt of financing by NexPoint. The agreement has been unanimously approved by Board of Directors of Jernigan Capital and the Board recommends the shareholders to vote in favor of the transaction. As of October 26, 2020, Jernigan Capital shareholders approved the transaction. The transaction is currently expected to close in the fourth quarter of 2020. Josh Fuller, Cavan Young, and Will Cowan of Jefferies LLC acted as exclusive financial advisor and Tony Rothermel, Spencer Johnson, Rob Leclerc, Kevin Manz, Laura Westfall, Shane Dornburg, Doug Elsbeck, Edward Holzwanger, Rich Marooney, Jennifer Morgan, Kathy Minniti and Wayne Pressgrove of King & Spalding LLP acted as legal advisors for Jernigan Capital. Jamie Graff of Raymond James & Associates, Inc. and KeyBanc Capital Markets acted as financial advisors and Andrew D. Betaque, Matthew L. DiRisio, Jay B. Gould, Dennis J. Kelly, Michael P. O'Brien, Justin S. Reinus, Charles T. Haag, Christina T. Roupas, Jeffrey M. Smith, Christine A. Spletzer, Jonathan T. Ammons and Andrew T White of Winston & Strawn LLP acted as legal advisors for NexPoint. Jefferies LLC provided fairness opinion to board of directors of Jernigan Capital. Craig Garner, Stelios Saffos, Ryan deFord, Pardis Zomorodi, Eric Cho, Chris Norton, Nabil Sabki, Laura Ferrell and Robert Katz of Latham & Watkins LLP acted as legal advisor to Jefferies LLC. Georgeson LLC acted as proxy solicitor to Jernigan Capital and will be paid $16,500, plus reimbursement of out-of-pocket expenses. Nexpoint Advisors, L.P. completed the acquisition of Jernigan Capital, Inc. (NYSE:JCAP) on November 6, 2020. Nexpoint Advisors requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of the common shares and the Series B Preferred Shares of Jernigan Capital from the NYSE and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended. Post completion, Jernigan Capital will change its corporate name to NexPoint Storage Partners and will do business under that corporate name going forward. Following the acquisition, nine members of Jernigan Capital's legacy team, led by John Good, Chairman and Chief Executive Officer, will comprise the NexPoint Storage Partners team. All members of the board of directors of Jernigan Capital ceased to serve in such capacity at effective time.