Jernigan Capital, Inc. is a real estate investment trust that provides debt and equity capital to private developers, owners and operators of self-storage facilities.
According to the Complaint, this action stems from a proposed transaction announced on August 3, 2020 (the “Proposed Transaction”), pursuant to which Jernigan Capital, Inc. (“Jernigan” or the “Company”) will be acquired by affiliates of NexPoint Advisors, L.P.
On August 3, 2020, Jernigan’s Board of Directors caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with Jernigan Capital Operating Company, LLC, NexPoint RE Merger, Inc., and NexPoint RE Merger OP, LLC. Pursuant to the terms of the Merger Agreement, Jernigan’s stockholders will receive $17.30 in cash for each share of Jernigan common stock they own.
On August 20, 2020, Defendants filed a Proxy Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction.
The Complaint alleges the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading.
This case was voluntarily dismissed on October 19, 2020. A related case continues under Docket 20-cv-09575 in the Southern District of New York.
On February 5, 2021, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed an Amended Complaint on April 6. Defendants filed a Motion to Dismiss the Amended Complaint on June 30. On August 1, 2022, the Court issued an Order denying Defendants' Motion to Dismiss.
Lead Plaintiff filed a Motion for Class Certification on December 15, 2022. On September 14, 2023, the Court issued an Order granting the Class Certification Motion.
On October 11, 2024, the parties notified the Court that they had reached an agreement in principle to resolve the case and that they were working to finalize and submit a settlement agreement to the Court.
On February 7, 2025, the parties entered into a Stipulation of Settlement. The Court granted preliminary approval of the Settlement on February 19. On May 29, the Court granted final approval of the Settlement, including an award of Attorneys’ Fees and Expenses, and entered Final Judgment.
