8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2019

 BLACK CREEK DIVERSIFIED PROPERTY FUND INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	000-52596	30-0309068
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

518 Seventeenth Street, 17th Floor, Denver CO	80202
(Address of Principal Executive Offices)	(Zip Code)

(303) 228-2200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Securities registered pursuant to Section 12(b) of the Act: None

Item 2.01    Completion of Acquisition or Disposition of Assets.

On May 6, 2019, Black Creek Diversified Property Fund Inc. (referred to herein as the “Company,” “we,” “our,” or “us”), completed the sale of a wholly owned office property located in San Francisco, California, comprising approximately 263,000 square feet (referred to as “655 Montgomery”) to BCAL 655 Montgomery Property LLC (the “Purchaser”), an unrelated third party, for a gross sales price of approximately $191.5 million, less closing costs and customary closing provisions. As of December 31, 2018, our accounting basis (net of accumulated depreciation and amortization) for 655 Montgomery was approximately $105.4 million. The resulting impact of this disposition, applied to our real estate portfolio as of December 31, 2018, contributed to an increase in our real estate portfolio’s leased percentage from 90.6% to 90.7%. We expect to redeploy the net proceeds from this sale into new investments, including investments in industrial and/or multifamily sectors in particular.

655 Montgomery was encumbered by a mortgage note and a mezzanine loan secured by a pledge of ownership interests in DPF 655 Montgomery LP, which we prepaid at par upon the closing of this transaction. As of December 31, 2018, the mortgage note and mezzanine loan had an aggregate outstanding principal balance of approximately $98.6 million with a weighted-average variable interest rate of 5.25% and both would have matured in September 2020.

Item 7.01    Regulation FD Disclosures.

The following pro forma table summarizes our real estate portfolio by segment (as adjusted for the 655 Montgomery disposition described above) as of December 31, 2018:

($ and square feet in thousands)	Number of Markets (1)	Number of Properties	Rentable Square Feet	% Leased		Aggregate Fair Value		% of Aggregate Fair Value
Office properties	10	13	2,740	83.9	%	$	916,800	48.1	%
Retail properties	7	28	3,080	93.2		862,000		45.2
Industrial properties	5	5	1,594	97.3		128,400		6.7
Total real estate portfolio	17	46	7,414	90.7	%	$	1,907,200	100.0	%

(1) Reflects the number of unique markets by segment and in total. As such, the total number of markets does not equal the sum of the number of markets by segment as certain segments are located in the same market.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Pro Forma Financial Information—Black Creek Diversified Property Fund Inc.
	Pro Forma Consolidated Balance Sheet as of December 31, 2018 (unaudited)
	Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2018 (unaudited)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Black Creek Diversified Property Fund Inc.
May 10, 2019
	By:	/s/ LAINIE P. MINNICK
		Lainie P. Minnick Managing Director, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

BLACK CREEK DIVERSIFIED PROPERTY FUND INC.

PRO FORMA FINANCIAL INFORMATION

(Unaudited)

The following pro forma consolidated financial statements have been prepared to provide pro forma information with regard to a real estate disposition. The unaudited pro forma consolidated financial statement should be read in conjunction with Black Creek Diversified Property Fund Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2019.

On May 6, 2019, the Company sold a wholly owned office property located in San Francisco, California, comprising approximately 263,000 square feet (referred to as “655 Montgomery”). The accompanying unaudited pro forma consolidated balance sheet as of December 31, 2018 and statement of operations for the year ended December 31, 2018 have been prepared to give effect to the disposition of certain assets and liabilities related to 655 Montgomery as if the transaction had occurred as of January 1, 2018.

These unaudited pro forma financial statements were prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the disposition of 655 Montgomery been consummated as of the dates indicated.

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BLACK CREEK DIVERSIFIED PROPERTY FUND INC.

PRO FORMA CONSOLIDATEDBALANCE SHEET

AS OF DECEMBER 31, 2018

(Unaudited

(in thousands, except per share data)	Company Historical (1)			Disposition (2)			Consolidated Pro Forma
ASSETS
Net investment in real estate properties	$	1,507,112		$	(105,415	)	$	1,401,697
Debt-related investments, net	10,680			—			10,680
Cash and cash equivalents	10,008			81,972			91,980
Restricted cash	7,030			—			7,030
Other assets	46,272			(2,446		)	43,826
Total assets	$	1,581,102		$	(25,889	)	$	1,555,213
LIABILITIES AND EQUITY
Liabilities
Accounts payable and accrued expenses	$	31,580		$	(11	)	$	31,569
Debt, net	1,001,298			(97,525		)	903,773
Intangible lease liabilities, net	47,196			(146		)	47,050
Financing obligations, net	52,336			—			52,336
Other liabilities	37,679			(3,833		)	33,846
Total liabilities	1,170,089			(101,515		)	1,068,574
Equity
Stockholders’ equity:
Preferred stock, $0.01 par value—200,000 shares authorized, none issued and outstanding	—			—			—
Class E common stock, $0.01 par value—500,000 shares authorized, 77,390 shares issued and outstanding	774			—			774
Class T common stock, $0.01 par value—500,000 shares authorized, 2,783 shares issued and outstanding	28			—			28
Class S common stock, $0.01 par value—500,000 shares authorized, 10,516 shares issued and outstanding	105			—			105
Class D common stock, $0.01 par value—500,000 shares authorized, 2,778 shares issued and outstanding	28			—			28
Class I common stock, $0.01 par value—500,000 shares authorized, 37,385 shares issued and outstanding	374			—			374
Additional paid-in capital	1,199,736			—			1,199,736
Distributions in excess of earnings	(867,849		)	75,626			(792,223		)
Accumulated other comprehensive income	522			—			522
Total stockholders’ equity	333,718			75,626			409,344
Noncontrolling interests	77,295			—			77,295
Total equity	411,013			75,626			486,639
Total liabilities and equity	$	1,581,102		$	(25,889	)	$	1,555,213

(1) Reflects the Company’s historical consolidated balance sheet as of December 31, 2018. Refer to the Company’s historical consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2019.

(2) Represents the pro forma adjustments to reflect the disposition of 655 Montgomery as if the sale had occurred on December 31, 2018. This includes the elimination of the related assets and liabilities. Upon closing of the disposition, the Company paid off the related mortgage note and a mezzanine loan.

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BLACK CREEK DIVERSIFIED PROPERTY FUND INC.

PRO FORMA CONSOLIDATEDSTATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2018

(Unaudited)

(in thousands, except per share data)	Company Historical (1)			Disposition (2)			Consolidated Pro Forma
Revenues:
Rental revenues	$	189,631		$	(14,011	)	$	175,620
Debt-related income	694			—			694
Total revenues	190,325			(14,011		)	176,314
Operating expenses:
Rental expenses	61,667			(5,819		)	55,848
Real estate-related depreciation and amortization	57,866			(3,854		)	54,012
General and administrative expenses	8,817			—			8,817
Advisory fees, related party	14,149			—			14,149
Impairment of real estate property	14,648			—			14,648
Total operating expenses	157,147			(9,673		)	147,474
Other (expenses) income:
Interest expense	(48,358		)	5,322			(43,036		)
Gain on sale of real property	14,093			—			14,093
Other expense	(251		)	45			(206		)
Total other expenses	(34,516		)	5,367			(29,149		)
Net loss	(1,338		)	1,029			(309		)
Net loss attributable to noncontrolling interests	101			—			101
Net loss attributable to common stockholders	$	(1,237	)	$	1,029		$	(208	)
Weighted-average shares outstanding—basic	128,740						128,740
Weighted-average shares outstanding—diluted	139,674						139,674
Net loss attributable to common stockholders per common share—basic and diluted	$	(0.01	)				$	(0.00	)

(1) Reflects the Company’s historical consolidated statement of operations for the year ended December 31, 2018. Refer to the Company’s historical consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2019.

(2) Represents adjustments to reflect the disposition of 655 Montgomery as if the sale had occurred on January 1, 2018. Amounts reflect the historical operations of 655 Montgomery that are included in the Company's historical statement of operations for the year ended December 31, 2018. The gross sales price of the 655 Montgomery disposition was approximately $191.5 million, less closing costs and customary closing provisions. As of December 31, 2018, the Company's accounting basis (net of accumulated depreciation and amortization) for 655 Montgomery was approximately $105.4 million. The estimated gain has not been included in the pro forma consolidated statement of operations.

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