STOCKHOLDERS’ EQUITY

Initial Public Offering

On November 25, 2014, the Company filed a registration statement with the SEC on Form S-11 in connection with its initial public offering of up to $2,000,000,000 in shares of common stock (the “Initial Public Offering”). The registration statement was subsequently declared effective on February 18, 2016.

On July 1, 2016, the Company filed a post-effective amendment to its registration statement that reclassified the Company’s common stock offered pursuant to its registration statement into Class A shares, Class T shares and Class W shares. The SEC declared this post-effective amendment effective on August 8, 2016. Pursuant to its registration statement, as amended, the Company began offering for sale up to $1,500,000,000 in shares of common stock in the primary offering in any combination of Class A shares, Class T shares and Class W shares at a price of $10.00 per Class A share, $9.4180 per Class T share and $9.0355 per Class W share, and up to $500,000,000 in shares under the Company’s distribution reinvestment plan at a price of $9.0355 per share for all classes.

Effective as of May 19, 2017, the Company amended its charter to re-designate the Class A shares of its common stock as Class I shares of its common stock. Therefore, all Class A shares of the Company’s common stock offered or outstanding prior to May 19, 2017 are now designated as Class I shares. As of June 30, 2017, the Company’s shares of common stock consisted of Class T shares, Class W shares, and Class I shares, all of which are collectively referred to herein as shares of common stock. All share classes have identical rights and privileges, including identical voting rights, but have differing fees that are payable on a class-specific basis. The per share amount of distributions paid on Class T shares and Class W shares will be lower than the per share amount of distributions paid on Class I shares because of the distribution fees payable with respect to Class T shares and Class W shares sold in the primary offering. See “Note 6” for details regarding the Company’s amended registration statement for its public offering.

The Company is offering to sell its common stock in any combination of the share classes with a dollar value up to the maximum offering amount. The Company has the right to reallocate the shares of common stock offered between the Company’s primary offering and the Company’s distribution reinvestment plan. Black Creek Capital Markets, LLC (the “Dealer Manager”), a related party, provides dealer manager services in connection with the Initial Public Offering. The Initial Public Offering is a best efforts offering, which means that the Dealer Manager is not required to sell any specific number or dollar amount of shares of common stock in the Initial Public Offering, but will use its best efforts to sell the shares of common stock. The Initial Public Offering is a continuous offering that is expected to end no later than February 18, 2019, unless extended by the Company’s board of directors in accordance with federal securities laws.

Summary of the Public and Private Offerings

A summary of the Company’s Initial Public Offering (including shares sold through the primary offering and distribution reinvestment plan (“DRIP”)) and its private offering, as of June 30, 2017, is as follows:



							Notes to
	Class T		Class W		Class I		Stockholders (1)		Total
Amount of gross proceeds raised:
Primary offering (2)	$	—	$	—	$	2,000,000	$	—	$	2,000,000
DRIP (2)	—		—		13,644		—		13,644
Private offering	62,300		—		62,300		375,400		500,000
Total offering	$	62,300	$	—	$	2,075,944	$	375,400	$	2,513,644

Number of shares issued:
Primary offering	—		—		221,349		—		221,349
DRIP	—		—		1,510		—		1,510
Private offering	7,000		—		7,000		—		14,000
Stock dividends	26		—		920		—		946
Total offering	7,026		—		230,779		—		237,805


(1)	Amount relates to notes payable issued to investors in the private offering.

(2)

Subscriptions from Ohio residents will not be released from escrow until subscriptions for shares totaling at least $7,000,000 have been received from all sources, subscriptions from Pennsylvania residents will not be released from escrow until subscriptions for shares totaling at least $75,000,000 have been received from all sources, and subscriptions from Washington residents will not be released from escrow until subscriptions for shares totaling at least $10,000,000 have been received from all sources.

As of June 30, 2017, $1,997,986,356 in shares of common stock remained available for sale pursuant to the Initial Public Offering in any combination of Class T shares, Class W shares and Class I shares, including $499,986,356 in shares of common stock available for sale through the Company’s distribution reinvestment plan, which may be reallocated for sale in the primary offering.

Common Stock

The following table summarizes the changes in the shares outstanding and the aggregate par value of the outstanding shares for each class of common stock for the periods presented below:



	Class T			Class W			Class I			Total
	Shares	Amount		Shares	Amount		Shares (1)	Amount		Shares	Amount
Balance as of December 31, 2016	7,000	$	70	—	$	—	248,349	$	2,483	255,349	$	2,553
Issuance of common stock:
DRIP	—	—		—	—		1,510	15		1,510	15
Stock dividends	26	—		—	—		920	10		946	10
Balance as of June 30, 2017	7,026	$	70	—	$	—	250,779	$	2,508	257,805	$	2,578


(1)	Includes 20,000 shares of Class I common stock sold to BCI IV Advisors LLC (the “Advisor”) in November 2014.

Dividends

The Company has accrued and declared cash distributions on a quarterly basis. In addition to the cash distributions, our board of directors authorized special daily stock dividends to all common stockholders of record as of the close of business on each day for the first, second and third quarters of 2017 in an amount equal to 0.0000410959 of a share of common stock on each outstanding share of common stock. The special stock dividends attributable to a particular class of shares of our common stock will be issued as additional shares of the same class of common stock. The special stock dividends will be issued and recorded in our stockholder records on or about the first business day of the calendar month immediately following the last day of the applicable calendar quarter. Quarterly cash distributions and stock dividends for each stockholder were calculated for each day the stockholder had been a stockholder of record during such quarter. Cash distributions for stockholders who have elected to participate in the Company’s distribution reinvestment plan were reinvested into shares of the same class of the Company’s common stock as the shares to which the distributions relate. The Company refers to cash distributions and stock dividends collectively as dividends.

Beginning with the third quarter of 2017, the Company’s board of directors authorized monthly cash distributions as of monthly record dates. See “Note 6” for more information.

Cash Distributions. The following table summarizes the Company’s cash distribution activity (including distributions reinvested in shares of the Company’s common stock):



		Amount
	Payment Date	Declared per Common Share (1)		Paid in Cash		Reinvested in Shares		Distribution Fees (2)		Gross Distributions (3)
2017
June 30	July 2017	$	0.1295	$	23,162	$	10,216	$	—	$	33,378
March 31	April 2017	0.1295		23,076		10,040		—		33,116
Total				$	46,238	$	20,256	$	—	$	66,494

2016
December 31 (4)	January 2017	$	0.1295	$	7,517	$	3,604	$	—	$	11,121

(1)

Amounts reflect the quarterly distribution rate authorized by the Company’s board of directors per Class T share, per Class W share, and per Class I share of common stock. The quarterly distributions on Class T shares and Class W shares of common stock were reduced by the respective distribution fees that were payable with respect to such Class T shares and Class W shares (as calculated on a daily basis).

(2)

Distribution fees are paid monthly to the Dealer Manager with respect to Class T shares and Class W shares issued in the primary portion of the Initial Public Offering only. Refer to “Note 4” for further detail regarding distribution fees. Since no Class T shares nor Class W shares had been issued in connection with the Initial Public Offering as of June 30, 2017, no distribution fees had been incurred as of June 30, 2017.


(3)	Gross distributions are total distributions before the deduction of distribution fees relating to Class T shares and Class W shares.

(4)

Cash distributions were authorized to all common stockholders of record as of the close of business on each day commencing on the date that the minimum offering requirements were met in connection with the Initial Public Offering and ending on the last day of the quarter in which the minimum offering requirements were met (the “Initial Quarter”). The Company met the minimum offering requirements in connection with the Initial Public Offering on November 30, 2016. Accordingly, the Initial Quarter commenced on that date and ended on December 31, 2016.

Stock Dividends. The following table summarizes the Company’s stock dividend activity:



Quarter Ended	Issuance Date	Shares	Amount
June 30, 2017	July 2017	964	$	9,623
March 31, 2017	April 2017	946	9,443
Total		1,910	$	19,066

Redemptions

As of June 30, 2017, the Company had not redeemed any shares of its common stock and had not received any requests for redemptions.