424B3 1 supplementno2todecember201.htm SUPPLEMENT NO. 2 TO DECEMBER 2017 PROSPECTUS Document


Filed Pursuant to Rule 424(b)(3)
Registration No. 333-220046

HINES GLOBAL INCOME TRUST, INC.
SUPPLEMENT NO. 2, DATED FEBRUARY 12, 2018
TO THE PROSPECTUS, DATED DECEMBER 6, 2017

This prospectus supplement (this “Supplement”) is part of and should be read in conjunction with the prospectus of Hines Global Income Trust, Inc., dated December 6, 2017 (the “Prospectus”), as supplemented by Supplement No. 1, dated January 18, 2018. 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:

A.to update disclosure in the "Suitability Standards" section of the Prospectus;

B.to update disclosure in the "Risk Factors" section of the Prospectus;

C.to update disclosure in the "Conflicts of Interest" section of the Prospectus; and

D.to update Appendix A to the Prospectus.

A.
Update to Suitability Standards Section

The following suitability standard is hereby added immediately after the suitability standard required by the state of Tennessee on page ii of the Prospectus:
Vermont—In addition to the suitability standards described above, a Vermont investor’s investment in us shall not exceed 10% of the investor’s liquid net worth. An investment by a Vermont investor that is an accredited investor as defined in Regulation D under the Securities Act is not subject to the foregoing limitation.
B.
Update to Risk Factors Section

The risk factor titled “Our use of borrowings to partially fund acquisitions and improvements on properties could result in foreclosures and unexpected debt service expenses upon refinancing, both of which could have an adverse impact on our operations and cash flow.” beginning on page 52 of the Prospectus is hereby deleted and replaced in its entirety with the following:
Our use of borrowings to partially fund acquisitions and improvements on properties could result in foreclosures and unexpected debt service expenses upon refinancing, both of which could have an adverse impact on our operations and cash flow.
We are relying and intend to continue to rely in part on borrowings under credit facilities and other external sources of financing to fund the costs of new investments, capital expenditures and other items. This also may include our use of short-term mortgage notes to fund our long-term investments in real properties, which could result in the maturity date of such notes being reached prior to a time when the properties securing the notes are generating sufficient cash flows to repay the debt. Accordingly, we are subject to the risks that our cash flow will not be sufficient to cover required debt service payments and that we will be unable to meet other covenants or requirements in the credit agreements.
If we cannot meet our required debt obligations, the property or properties securing such indebtedness could be foreclosed upon by, or otherwise transferred to, our lender, with a consequent loss of income and asset value to us. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but we may not receive any cash proceeds. Additionally, we may be required to refinance our debt subject to “lump sum” or “balloon” payment maturities on terms less favorable than the original loan or at a time we would otherwise prefer to not refinance such debt. A refinancing on such terms or at such times could increase our debt service payments, which





would decrease the amount of cash we would have available for operations, new investments and distribution payments and may cause us to determine to sell one or more properties at a time when we would not otherwise do so.
C.
Update to Conflicts of Interest Section

1.
The second paragraph under the caption "Allocation of Investment Opportunities" beginning on page 137 of the Prospectus is hereby deleted and replaced in its entirety with the following:
Hines currently has thirteen other real estate investment vehicles that it sponsors, which are in the investment phase. Three of these vehicles, HT Brazil Fund III, Hines India Residential and Acer Partnership LP, have investment strategies which focus primarily on development projects or opportunistic investments in specific geographic regions around the world, and all of these vehicles have priority rights over us with respect to investment opportunities involving development in those specified regions. Although we may invest in development, value-add and opportunistic projects, we do not currently anticipate that a significant portion of the proceeds from this offering will be invested in those types of assets due to our desire for income-producing properties. Additionally, eight of Hines’ other investment vehicles, Russia Long Term Hold Fund, Hines Poland Sustainable Income Fund, Hines Pan-European Core Fund, Skyline Investment Partners, Luminance Investment Partners, HV Trophy Mandate, BVK High Street Mandate, and CNP Assurances Mandate, all have investment strategies which focus on core properties in specific geographic regions around the world (including the U.S.), and each of these vehicles has equal rights with us with respect to investment opportunities involving core office projects or core retail projects. From time to time, Hines may also enter into new separate account relationships with third parties that may seek real estate deals pertaining to any asset class and in any region on a non-discretionary basis. Additionally, Hines Global I has an investment strategy that is substantially the same as ours and has equal rights with us with respect to investment opportunities to the extent that it has available investment capacity.

2.
The last paragraph on page 138 of the Prospectus is hereby deleted and replaced in its entirety with the following:
The decision of how any potential investment should be allocated among investment vehicles for which such investment may be suitable may, in many cases, be a matter of subjective judgment which will be made by Hines’ investment allocation committee. This committee currently consists of the following individuals: Jeffrey C. Hines, C. Hastings Johnson, Christopher D. Hughes, Charles M. Baughn, Colin P. Shepherd, Joshua A. Scoville, Thomas D. Owens, and David Steinbach. Certain types of investment opportunities may not enter the allocation process because of special or unique circumstances related to the asset or the seller of the asset that in the judgment of the investment allocation committee do not fall within the priority rights or investment objectives of any particular investment vehicle, including us. In these cases, the investment may be made by an investment vehicle sponsored by Hines or its affiliates without us having an opportunity to make such investment.
D.
Update to Appendix A

Appendix A to the prospectus is hereby updated and replaced with the form of subscription agreement for Class T Shares, Class D Shares and Class I Shares and the form of subscription agreement for Class S Shares which are attached to this Supplement as Appendices A-1 and A-2, respectively. Appendices A-1 and A-2 replace Appendix A to the Prospectus in its entirety.








Appendix A-1
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Appendix A-2
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