DocumentFiled Pursuant to Rule 424(b)(3)
Registration No. 333-256823
JLL INCOME PROPERTY TRUST, INC.
SUPPLEMENT NO. 9 DATED OCTOBER 4, 2023
TO THE PROSPECTUS DATED APRIL 13, 2023
This supplement No. 9 is part of the prospectus of JLL Income Property Trust, Inc. and should be read in conjunction with the prospectus. Terms used in this supplement No. 9 and not otherwise defined herein have the same meanings as set forth in our prospectus and any supplements thereto. The purpose of this supplement is to disclose:
•the components of NAV as of September 30, 2023;
•the status of our offering;
•the status of our share repurchase plan;
•the recent share pricing information.
Components of NAV
The following table provides a breakdown of the major components of our NAV as of September 30, 2023:
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| | September 30, 2023 |
| Component of NAV | | Class A Shares | | Class M Shares | | Class A-I Shares | | Class M-I Shares | | Class D Shares | | Total |
| Real estate investments (1) | | $ | 2,350,703,000 | | | $ | 568,166,000 | | | $ | 98,373,000 | | | $ | 2,030,115,000 | | | $ | 59,340,000 | | | $ | 5,106,697,000 | |
| Debt | | (942,672,000) | | | (227,844,000) | | | (39,449,000) | | | (814,111,000) | | | (23,796,000) | | | (2,047,872,000) | |
| Other assets and liabilities, net | | 40,144,000 | | | 9,702,000 | | | 1,679,000 | | | 34,669,000 | | | 1,013,000 | | | 87,207,000 | |
| Estimated enterprise value premium | | None assumed | | None assumed | | None assumed | | None assumed | | None assumed | | None assumed |
| NAV | | $ | 1,448,175,000 | | | $ | 350,024,000 | | | $ | 60,603,000 | | | $ | 1,250,673,000 | | | $ | 36,557,000 | | | $ | 3,146,032,000 | |
| Number of outstanding shares | | 110,667,176 | | | 26,709,746 | | | 4,619,452 | | | 95,469,042 | | | 2,794,367 | | | |
| NAV per share | | $ | 13.09 | | | $ | 13.10 | | | $ | 13.12 | | | $ | 13.10 | | | $ | 13.08 | | | |
(1) The value of our real estate investments was greater than the historical cost by approximately 3.6% as of September 30, 2023.
The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of September 30, 2023:
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| Industrial | | Medical Office | | Office | | Residential | | Retail | | Other (1) | | Total
Company |
| Exit capitalization rate | 5.02 | % | | 5.36 | % | | 6.24 | % | | 4.94 | % | | 5.63 | % | | 6.50 | % | | 5.14 | % |
| Discount rate/internal rate of return (IRR) | 6.64 | | | 6.79 | | | 7.29 | | | 6.74 | | | 6.83 | | | 8.00 | | | 6.75 | |
| Annual market rent growth rate | 3.17 | | | 3.00 | | | 2.65 | | | 3.17 | | | 2.90 | | | 3.00 | | | 3.11 | |
| Holding period (years) | 10.00 | | | 10.00 | | | 10.00 | | | 10.00 | | | 10.00 | | | 20.02 | | | 10.06 | |
(1) Other includes Chicago and South Beach parking garages. South Beach Parking Garage is subject to a ground lease and the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.
While we believe our assumptions are reasonable, a change in these assumptions would impact the calculation of the value of our real estate investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following impacts on our real estate investment value as of September 30, 2023:
| | | | | | | | | | | | | | |
| Input | | | | |
| Discount Rate - weighted average | | 0.25% increase | | (2.0) | % |
| Exit Capitalization Rate - weighted average | | 0.25% increase | | (3.1) | % |
| Annual market rent growth rate - weighted average | | 0.25% decrease | | (1.5) | % |
The fair value of our mortgage notes and other debt payable was estimated to be approximately $178,000,000 lower than the carrying values at September 30, 2023. The NAV per share would have increased by $0.66 at September 30, 2023 if the Company were to have included the fair value of its mortgage notes and other debt payable in its methodology to determine NAV.
Status of the Offering
On December 21, 2021, our Second Extended Public Offering was terminated and we commenced our Third Extended Public Offering of up to $3,000,000,000, in shares of which $2,700,000,000 in shares can be issued pursuant to our primary offering and $300,000,000 in shares can be issued pursuant to our distribution reinvestment plan.
As of September 30, 2023, we have received aggregate gross proceeds of approximately $876,013,000 including $316,229,000 from the sale of 21,602,193 Class A shares, $90,700,000 from the sale of 6,277,394 Class M shares, $4,166,000 from the sale of 279,507 Class A-I shares, and $464,918,000 from the sale of 32,282,228 Class M-I shares pursuant to our primary offering. There were $1,823,987,000 in shares of our common stock in our primary offering available for sale. As of September 30, 2023, we have received approximately $152,536,000 pursuant to our distribution reinvestment plan, including $74,255,000 from the sale of 5,301,739 Class A shares, $16,563,000 from the sale of 1,182,356 Class M shares, $4,452,000 from the sale of 315,512 Class A-I shares, and $57,266,000 from the sale of 4,082,503 Class M-I shares. There were $147,464,000 in shares of our common stock available for sale pursuant to our distribution reinvestment plan.
We are structured as an institutionally managed, daily valued perpetual-life REIT. This means that, subject to regulatory approval of our filing for additional offerings, we plan to sell shares of our common stock on a continuous basis and for an indefinite period of time. We will endeavor to take all reasonable actions to avoid interruptions in the continuous offering of our shares of common stock. There can be no assurance, however, that we will not need to suspend our continuous offering. The offering must be registered in every state in which we offer or sell shares. Generally, such registrations are for a period of one year. Thus, we may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually. We reserve the right to terminate this offering at any time and to extend our offering term to the extent permissible under applicable law.
Since the beginning of 2012, we raised a total of approximately $5,226,355,000 through our ongoing public and various private offerings, as well as our distribution reinvestment plan. We raised a total of approximately $150,284,000 during the quarter ending September 30, 2023. As of September 30, 2023, our total Company NAV across all share classes was approximately $3,146,032,000.
Share Repurchase Plan Status
During the quarter ended September 30, 2023, we redeemed 6,230,691 shares for a total of approximately $82,705,000 pursuant to our share repurchase plan. We honored 100% of all redemption requests received. Shares are not eligible for repurchase for the first year after purchase except upon death or disability of the stockholder. Shares issued pursuant to our distribution reinvestment plan are not subject to the one-year holding period. Eligible share repurchases during the period from October 1, 2023 through December 31, 2023 are limited to approximately $157,302,000 which is 5% of the NAV of all classes of shares as of the last business day of the previous calendar quarter.
Recent Share Pricing Information
Below is the daily NAV per share, as determined in accordance with our valuation guidelines, for each business day from September 1 to September 30, 2023, for each of our classes of common stock:
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| Date | | NAV per Share |
| Class A | Class M | Class A-I | Class M-I | Class D (1) | |
| September 1, 2023 | | $ | 13.26 | | $ | 13.29 | | $ | 13.31 | | $ | 13.29 | | $ | 13.28 | | |
| September 4, 2023 | | $ | 13.26 | | $ | 13.29 | | $ | 13.31 | | $ | 13.30 | | $ | 13.28 | | |
| September 5, 2023 | | $ | 13.26 | | $ | 13.29 | | $ | 13.31 | | $ | 13.30 | | $ | 13.28 | | |
| September 6, 2023 | | $ | 13.26 | | $ | 13.29 | | $ | 13.31 | | $ | 13.30 | | $ | 13.28 | | |
| September 7, 2023 | | $ | 13.26 | | $ | 13.29 | | $ | 13.31 | | $ | 13.29 | | $ | 13.27 | | |
| September 8, 2023 | | $ | 13.26 | | $ | 13.29 | | $ | 13.31 | | $ | 13.29 | | $ | 13.28 | | |
| September 11, 2023 | | $ | 13.26 | | $ | 13.29 | | $ | 13.31 | | $ | 13.30 | | $ | 13.28 | | |
| September 12, 2023 | | $ | 13.26 | | $ | 13.29 | | $ | 13.31 | | $ | 13.30 | | $ | 13.28 | | |
| September 13, 2023 | | $ | 13.26 | | $ | 13.29 | | $ | 13.31 | | $ | 13.30 | | $ | 13.28 | | |
| September 14, 2023 | | $ | 13.26 | | $ | 13.29 | | $ | 13.31 | | $ | 13.30 | | $ | 13.28 | | |
| September 15, 2023 | | $ | 13.26 | | $ | 13.29 | | $ | 13.31 | | $ | 13.30 | | $ | 13.28 | | |
| September 18, 2023 | | $ | 13.26 | | $ | 13.30 | | $ | 13.31 | | $ | 13.30 | | $ | 13.28 | | |
| September 19, 2023 | | $ | 13.26 | | $ | 13.29 | | $ | 13.31 | | $ | 13.30 | | $ | 13.28 | | |
| September 20, 2023 | | $ | 13.25 | | $ | 13.28 | | $ | 13.29 | | $ | 13.28 | | $ | 13.27 | | |
| September 21, 2023 | | $ | 13.23 | | $ | 13.26 | | $ | 13.28 | | $ | 13.27 | | $ | 13.25 | | |
| September 22, 2023 | | $ | 13.23 | | $ | 13.26 | | $ | 13.28 | | $ | 13.26 | | $ | 13.25 | | |
September 25, 2023 (2) | | $ | 13.12 | | $ | 13.14 | | $ | 13.15 | | $ | 13.14 | | $ | 13.12 | | |
| September 26, 2023 | | $ | 13.12 | | $ | 13.13 | | $ | 13.15 | | $ | 13.13 | | $ | 13.11 | | |
| September 27, 2023 | | $ | 13.09 | | $ | 13.11 | | $ | 13.13 | | $ | 13.11 | | $ | 13.09 | | |
| September 28, 2023 | | $ | 13.08 | | $ | 13.10 | | $ | 13.12 | | $ | 13.10 | | $ | 13.08 | | |
| September 29, 2023 | | $ | 13.08 | | $ | 13.10 | | $ | 13.12 | | $ | 13.10 | | $ | 13.08 | | |
(1) Shares of Class D common stock are currently being offered pursuant to a private placement offering.
(2) On August 8, 2023, our board of directors approved a gross dividend for the third quarter of 2023 of $0.145 per share to stockholders of record as of September 22, 2023. The decrease in share price on September 25, 2023 reflects the accrual of this cash distribution.
Purchases and repurchases of shares of our common stock will be made based on the appropriate day’s applicable per share NAV. On each business day, our NAV per share for each public offered share class, is posted on our website, www.JLLIPT.com, and made available on our toll-free, automated telephone line, (855) 652-0277.