424B3 1 d408428d424b3.htm 424B3 424B3

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

NUVEEN GLOBAL CITIES REIT, INC.

SUPPLEMENT NO. 8 DATED OCTOBER 14, 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 retail portfolio through a joint venture;

 

   

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

 

   

to disclose the calculation of our September 30, 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 Retail Portfolio

In September 2022, we acquired a grocery-anchored retail portfolio consisting of five properties located in various markets throughout Florida through a joint venture, of which we own 95%. The joint venture’s purchase price for the portfolio was $137.9 million, which includes the assumption of mortgages totaling $69.7 million. The 500,000 square foot portfolio is 98% leased and each property is anchored by a dominant regional grocer, which occupies 45% of the portfolio’s gross leasable area.

November 1, 2022 Transaction Price

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

 

     Transaction
Price
(per share)
 

Class T

   $   13.06  

Class S

   $ 12.92  

Class D

   $ 13.09  

Class I

   $ 13.04  

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 September 30, 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. 

September 30, 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

 

VGN-NREIT-1022P


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 September 30, 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 September 30, 2022 ($ and shares in thousands):

 

Components of NAV    September 30,
2022
 

Investments in real property

   $ 2,120,336  

Investments in commercial mortgage loans

     217,951  

Investments in international affiliated funds

     122,958  

Investments in real estate-related securities

     93,541  

Investments in real estate debt

     91,369  

Cash and cash equivalents

     86,754  

Restricted cash

     66,491  

Other assets

     11,000  

Debt obligations

     (460,900

Subscriptions received in advance

     (65,432

Other liabilities

     (56,009

Stockholder servicing fees payable the following month(1)

     (558

Non-controlling interests in joint venture

     (4,550
  

 

 

 

Net Asset Value

   $ 2,222,951  

Net asset value attributable to preferred stock

     129  
  

 

 

 

NAV attributable to common stockholders

   $ 2,222,822  
  

 

 

 

Number of outstanding shares of common stock

     169,640  
  

 

 

 

 

(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 September 30, 2022, we have accrued under GAAP approximately $44.6 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 September 30, 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

   $ 217,176      $ 552,956      $ 104,764      $ 945,628      $ 402,298      $ 2,222,822  

Number of outstanding shares

     16,626        42,786        8,001        72,496        29,731        169,640  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

NAV per share as of September 30, 2022

   $ 13.06      $ 12.92      $ 13.09      $ 13.04      $ 13.53     

 

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Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the September 30, 2022 valuations, based on property types. Once we have appraisals for more than one retail property, we will include the key assumptions for such property type.

 

Property Type    Discount
Rate
    Exit Capitalization
Rate
 

Industrial

     5.88     4.63

Multifamily

     6.36     4.39  

Office

     6.87     6.27  

Healthcare

     7.21     6.06  

Self-Storage

     7.35     4.85  

Single-Family Housing

     6.91       5.10  

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
    Self-
Storage
Investment
Values
    Single-
Family
Housing
Investment
Values
 

Discount Rate

  0.25% decrease     2.14     2.03     2.00     2.04     1.92     1.79

(weighted average)

  0.25% increase     (2.01 )%      (1.98 )%      (1.92 )%      (2.00 )%      (1.92 )%      (1.79 )% 

Exit Capitalization Rate

  0.25% decrease     4.23     3.94     2.81     2.84     3.46     2.98

(weighted average)

  0.25% increase     (3.75 )%      (3.67 )%      (2.57 )%      (2.68 )%      (3.08 )%      (2.98 )% 

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 111,491,000 shares of our common stock (consisting of 11,265,807 Class T shares, 34,726,830 Class S shares, 5,885,151 Class D shares, and 59,613,212 Class I shares) in this offering, resulting in gross offering proceeds of $1,390,443,574. 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 September 30, 2022 presented on page 2 of this Supplement under the section “September 30, 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.

 

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