VineBrook Clears Tender Offer Financing Hurdle With $25 Million Adviser-Affiliate Loan
Only $4 million of the 10% one-year loan has funded so far, yet VineBrook has already declared the offer’s financing condition met or waived.
September 30, 2026
VineBrook Homes Trust has lined up $25 million of one-year secured debt from The Ohio State Life Insurance Company and, on the strength of that agreement, removed the financing contingency from its pending tender offer for up to $30 million of Class A shares.
The single-family rental REIT entered into the credit agreement on September 28 through two indirect subsidiaries, VB Thirteen, LLC and VB Fourteen, LLC. The lender funded $4 million at closing, with the remaining $21 million to be funded on a date the parties agree on, no later than October 2.
Financing condition set aside
VineBrook launched the tender offer on September 4, offering $33.00 per share for up to 909,090 shares, a price set at 62.6% of the REIT's most recent net asset value. The offer carried no minimum-tender requirement but was conditioned on VineBrook closing a debt financing with gross proceeds of at least $25 million.
In an amendment to the offer filed the same day as the loan, the company said the new debt, together with cash on hand, would in its reasonable judgment cover the purchase price of every share it could accept if the offer were fully subscribed. On that basis, VineBrook deemed the financing condition satisfied and, to the extent it was not, waived it, even though $21 million of the loan had yet to fund. The offer remains scheduled to expire at 5:00 p.m. Eastern Time on October 5 unless extended or withdrawn.
Loan terms
- Maturity and pricing: The loan matures September 28, 2027, and bears interest at 10.0% per year, payable monthly. The borrowers paid a 1.0% origination fee at closing.
- Prepayment: Voluntary prepayment carries a 1.0% exit fee on the principal repaid. Sales of certain properties trigger mandatory prepayment of the loan amount allocated to them, plus the exit fee.
- Collateral and guaranty: The operating partnership pledged its membership interests in the two borrowers, the borrowers pledged their interests in VB Clovis, LLC, and proceeds from sales of certain real property also secure the debt. The operating partnership provided a non-recourse carve-out guaranty.
- Covenants: The agreement sets a maximum debt to capital ratio, a minimum net asset value and a minimum net operating income level. On an event of default, the lender may demand immediate repayment of all outstanding borrowings and accrued interest.
VineBrook said it expects to repay the loan with cash on hand or additional future borrowings.
A related-party lender
Ohio State Life may be deemed an affiliate of NexPoint Real Estate Advisors V, L.P., VineBrook's external adviser, through common beneficial ownership. The insurer has lent to VineBrook before. In February, it served as administrative agent, sole lead arranger and sole bookrunner on a $15 million secured revolving credit facility that carries a 9.25% rate and matures in 2028. The new loan is shorter and priced higher.
