424B3 1 d391825d424b3.htm 424B3 424B3

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

NUVEEN GLOBAL CITIES REIT, INC.

SUPPLEMENT NO. 7 DATED SEPTEMBER 15, 2022

TO THE PROSPECTUS DATED MAY 27, 2022

This prospectus supplement (the “Supplement”) is part of and should be read in conjunction with the prospectus of Nuveen Global Cities REIT, Inc., dated May 27, 2022 (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 self-storage facility;

 

   

to disclose the acquisition of single-family housing properties;

 

   

to disclose a loan disposition;

 

   

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

 

   

to disclose the calculation of our August 31, 2022 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.

Acquisition of Self-Storage Facility

In August 2022, we acquired a self-storage property known as Advantage Storage for $10.1 million. Advantage Storage is a purpose-built property in a high-growth, high-barrier to entry, master-planned submarket within Houston, Texas, and is 100% climate controlled. The property was approximately 89% leased at acquisition.

Acquisition of Single-Family Housing Properties

In August 2022, we acquired 16 single-family homes in conjunction with our relationship with Sparrow for a total purchase price of $6.8 million. The properties are located in various target markets throughout the United States, including Florida, Texas, Georgia and North Carolina.

Loan Disposition

In August 2022, we sold for $50.9 million the senior portion of our commercial mortgage loan used to finance the acquisition of a Class A, garden-style multifamily property located in Kissimmee, Florida.

October 1, 2022 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of October 1, 2022 (and repurchases as of September 30, 2022) is as follows:

 

     Transaction
Price
(per share)
 

Class T

   $ 13.15  

Class S

   $ 13.01  

Class D

   $ 13.19  

Class I

   $ 13.13  

 

VGN-NREIT3-0922P


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 August 31, 2022. 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. 

August 31, 2022 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 August 31, 2022, 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 August 31, 2022 ($ and shares in thousands):

 

Components of NAV    August 31,
2022
 

Investments in real property

   $ 1,963,288  

Investments in commercial mortgage loans

     216,913  

Investments in international affiliated funds

     125,412  

Investments in real estate-related securities

     107,082  

Investments in real estate debt

     84,037  

Cash and cash equivalents

     74,785  

Restricted cash

     68,037  

Other assets

     19,743  

Debt obligations

     (367,143

Subscriptions received in advance

     (67,072

Other liabilities

     (47,753

Stockholder servicing fees payable the following month(1)

     (568

Non-controlling interests in joint venture

     (1,237
  

 

 

 

Net Asset Value

   $ 2,175,524  

Net asset value attributable to preferred stock

     128  
  

 

 

 

NAV attributable to common stockholders

   $ 2,175,396  
  

 

 

 

Number of outstanding shares of common stock

     164,838  
  

 

 

 

 

(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 August 31, 2022, we have accrued under GAAP approximately $43.5 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 August 31, 2022 ($ 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

   $ 210,984      $ 543,576      $ 102,669      $ 913,083      $ 405,084      $ 2,175,396  

Number of outstanding shares

     16,040        41,766        7,785        69,516        29,731        164,838  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

NAV per share as of August 31, 2022

   $ 13.15      $ 13.01      $ 13.19      $ 13.13      $ 13.63     


Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the August 31, 2022 valuations, based on property types. Once we have appraisals for more than one property within additional property types, we will include the key assumptions for such property type.

 

Property Type    Discount
Rate
    Exit Capitalization
Rate
 

Industrial

     5.80     4.52

Multifamily

     6.30     4.34  

Office

     6.87     6.27  

Healthcare

     7.21     6.07  

Single-Family Housing

     6.93     4.91  

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      2.09     2.04     1.92     2.10     1.28

(weighted average)

   0.25% increase      (2.07)     (1.97)     (1.92)     (2.06)     (1.84)

Exit Capitalization Rate

   0.25% decrease      4.34     4.03     2.73     2.82     3.60

(weighted average)

   0.25% increase      (3.89)     (3.74)     (2.57)     (2.66)     (3.13)

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. Our follow-on offering was declared effective by the SEC and commenced on July 2, 2021. 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. As of the date hereof, we have issued and sold 106,387,051 shares of our common stock (consisting of 10,661,795 Class T shares, 33,611,107 Class S shares, 5,664,822 Class D shares, and 56,449,327 Class I shares) in this offering, resulting in gross offering proceeds of $1,323,233,464. 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 investments in real property and investments in commercial mortgage loans as of August 31, 2022 presented on page 2 of this Supplement under the section “August 31, 2022 NAV Per Share” has been prepared by SitusAMC Real Estate Valuation Services, LLC (formerly known as 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. SitusAMC Real Estate Valuation Services, LLC will not calculate or be responsible for our NAV per share for any class of our shares.