424B3 1 d296547d424b3.htm 424B3 424B3

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-252077

NUVEEN GLOBAL CITIES REIT, INC.

SUPPLEMENT NO. 7 DATED JANUARY 18, 2022

TO THE PROSPECTUS DATED JULY 2, 2021

This prospectus supplement (the “Supplement”) is part of and should be read in conjunction with the prospectus of Nuveen Global Cities REIT, Inc., dated July 2, 2021 (the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purposes of this Supplement are as follows:

 

   

to disclose the acquisition of a multifamily property;

 

   

to disclose the acquisition of single-family housing properties;

 

   

to disclose the acquisition of an industrial property;

 

   

to disclose the transaction price for each class of our common stock as of February 1, 2022;

 

   

to disclose the calculation of our December 31, 2021 net asset value (“NAV”) per share for each class of our common stock;

 

   

to provide an update on the status of our offering; and

 

   

to update the “Experts” section of the Prospectus.

Multifamily Acquisition

In December 2021, we acquired a 100% interest in Reserve at Stonebridge, a 301 unit, garden-style multifamily community located in McKinney, Texas, a highly desirable and fast-growing city in the Dallas-Ft. Worth MSA. The low-density property consists of 43 two-story residential buildings with 100% direct access garages across 19.8 acres. The purchase price was $95.3 million and at acquisition, the property was 91% leased.

Single-Family Housing Acquisitions

In December 2021, we acquired 16 single-family homes in conjunction with our relationship with Sparrow for a total purchase price of $5.8 million. The properties are located in various target markets throughout the United States, including Florida, Georgia, North Carolina, Tennessee and Texas.

Industrial Acquisition

In December 2021, in an off-market acquisition, we acquired a 100% interest in two Class A, urban infill industrial facilities in the Northwest Inner Loop submarket of Houston, Texas and the Guadalupe County submarket of San Antonio, Texas. The purchase price was $25.3 million and at acquisition, the properties were 100% leased.

February 1, 2022 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of February 1, 2022 (and repurchases as of January 31, 2022) is as follows:

 

     Transaction Price
(per share)
 

Class T

   $ 12.57

Class S

   $ 12.44

Class D

   $ 12.63

Class I

   $ 12.59

VGN-NREIT-0122P

 

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The transaction price for each of our Class T, Class S, Class D and Class I shares is equal to such class’s NAV per share as of December 31, 2021. A detailed presentation of the NAV per share is set forth below.

The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees.

December 31, 2021 NAV Per Share

We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.nuveenglobalreit.com. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for information on how our NAV is determined. The Advisor is ultimately responsible for determining our NAV. As of December 31, 2021, our properties have been appraised in accordance with our valuation guidelines and such appraisals were prepared by our independent valuation advisor.

The following table provides a breakdown of the major components of our NAV as of December 31, 2021 ($ and shares in thousands):

 

Components of NAV

   December 31, 2021  

Investment in real property

   $ 1,163,810  
Investment in commercial mortgage loans      140,512  

Investment in real estate-related assets

     108,173  

Investment in international affiliated funds

     131,046  

Cash and cash equivalents

     36,017  

Restricted cash

     101,082  

Other assets

     8,003  

Debt obligations

     (314,700

Subscriptions received in advance

     (100,878

Other liabilities

     (19,981

Stockholder servicing fees payable the following month(1)

     (545
  

 

 

 

Net Asset Value

   $ 1,252,539  

Net asset value attributable to preferred stock

     126  
  

 

 

 

NAV attributable to common stockholders

   $ 1,252,413  
  

 

 

 

Number of outstanding shares of common stock

     98,850  
  

 

 

 

 

(1)

Stockholder servicing fees only apply to Class T, Class S and Class D shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under GAAP, we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class T, Class S and Class D shares. As of December 31, 2021, we have accrued under GAAP approximately $24.5 million of stockholder servicing fees payable to the Dealer Manager related to the Class T, Class S and Class D shares sold.

The following table provides a breakdown of our total NAV and NAV per share of common stock by share class as of December 31, 2021 ($ and shares in thousands, except per share data):

 

NAV Per Share

   Class T
Shares
     Class S
Shares
     Class D
Shares
     Class I
Shares
     Class N
Shares
     Total  

Net asset value attributable to common stockholders

   $ 115,702      $ 296,177      $ 58,691      $ 396,114      $ 385,729      $ 1,252,413  

Number of outstanding shares

     9,201      23,809      4,648      31,461      29,731      98,850
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

NAV per share as of December 31, 2021

   $ 12.57    $ 12.44      $ 12.63      $ 12.59    $ 12.97   

 

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Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the December 31, 2021 valuations, based on property types. Once we own more than one retail property, we will include the key assumptions for such property type.

 

Property Type

   Discount
Rate
    Exit
Capitalization
Rate
 

Industrial

     5.87     4.87

Multifamily

     6.49     4.63

Office

     6.87     6.27

Healthcare

     7.27     6.13

Single-Family Housing

     7.40     4.94

These assumptions are determined by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:

 

Input

  

Hypothetical
Change

   Industrial
Investment
Values
    Multifamily
Investment
Values
    Office
Investment
Values
    Healthcare
Investment
Values
    Single-Family
Housing
Investment
Values
 

Discount Rate

   0.25% decrease      +2.04     +2.03     +1.87     +2.15     +1.99

(weighted average)

   0.25% increase      (1.97 )%      (1.91 )%      (2.04 )%      (1.97 )%      (1.88 )% 

Exit Capitalization Rate

   0.25% decrease      +3.89     +3.94     +2.64     +2.88     +3.46

(weighted average)

   0.25% increase      (3.48 )%      (3.44 )%      (2.55 )%      (2.53 )%      (3.03 )% 

Status of our Current Public Offering

In our initial public offering, which terminated on July 2, 2021, we sold 36,357,402 shares of our common stock resulting in gross offering proceeds of $394,406,639. In our follow-on offering, we are currently offering on a continuous basis up to $5.0 billion in shares of common stock, consisting of up to $4.0 billion in shares in our primary offering and up to $1.0 billion on shares pursuant to our distribution reinvestment plan. Our follow-on offering was declared effective by the SEC and commenced on July 2, 2021. As of the date hereof, we have issued and sold 28,521,646 shares of our common stock (consisting of 2,190,718 Class T shares, 11,650,158 Class S shares, 1,185,854 Class D shares, and 13,494,916 Class I shares) in this offering, resulting in gross offering proceeds of $335,412,506. We intend to continue selling shares in this offering on a monthly basis.

Experts

The following disclosure is added to the “Experts” section of our prospectus.

The amount of the estimated market values of our real properties as of December 31, 2021 presented on page 2 of this Supplement under the section “December 31, 2021 NAV Per Share” has been prepared by RERC, LLC, an independent valuation firm, and is included in this Supplement given the authority of such firm as experts in property valuations and appraisals. RERC, LLC will not calculate or be responsible for our NAV per share for any class of our shares.

 

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