Black Creek Industrial REIT IV SEC Filings

To access all the SEC Filings visit the SEC website.

SEC Filing Filing Date File
10-Q May 9, 2017
10-Q March 15, 2017
10-Q November 10, 2016
10-Q August 12, 2016
10-Q May 11, 2016 ,
Prospectus August 8, 2016

Corporate Governance File
Code of Business Conduct and Ethics
Code of Ethics for CEO and Senior Financial Officers
Audit Committee Charter
Nominating and Corporate Governance Committee Charter
Amended and Restated Whistleblowing and Whistleblower Protection Policy

Risk Factors

This sales and advertising literature must be read in conjunction with the BCI IV prospectus in order to understand fully all of the implications and risks of the offering of securities to which it relates. This document must be preceded or be accompanied by the BCI IV prospectus, which contains important information about BCI IV. This is neither an offer to sell nor a solicitation of an offer to buy the securities described in the BCI IV prospectus. The offering is made only by the BCI IV prospectus. Neither the Securities and Exchange Commission (SEC) nor any other state securities regulator has approved or disapproved of the securities or determined if the prospectus is truthful or complete. In addition, the Attorney General of the State of New York has not passed on or endorsed the merits of the offering. Any representation to the contrary is unlawful. Unless specifically noted, none of the properties pictured are owned by BCI IV, Industrial Property Trust Inc. (IPT) or any other affiliate of Dividend Capital.

  • Past performance is not a guarantee of future results. Investing in shares of Black Creek Industrial REIT IV’s (BCI IV) common stock involves a high degree of risk.
  • REITs are not suitable for all investors. BCI IV is subject to various risks related to owning real estate, including changes in economic, demographic and real estate market conditions. Due to the risks involved in the ownership of real estate and real estate-related investments, the amount of distributions BCI IV may pay to stockholders in the future, if any, is uncertain, there is no guarantee of any return on investment and stockholders may lose the amount they invest.
  • BCI IV anticipates that its investment in real estate assets will be primarily concentrated in the industrial real estate sector and that its investments will be concentrated in the largest distribution and logistics markets in the United States. Such industry concentration may expose BCI IV to the risk of economic downturns in this sector to a greater extent than if its business activities included investing a more significant portion of the net proceeds of the offering in other sectors of the real estate industry; and such market concentrations may expose BCI IV to the risk of economic downturns in these areas. In addition, if BCI IV’s tenants are concentrated in any particular industry, any adverse economic developments in such industry could expose BCI IV to additional risks. These concentration risks could negatively impact BCI IV’s operating results and affect its ability to make distributions to its stockholders.
  • Further, investing in BCI IV’s common stock involves additional and substantial risks specific to BCI IV, including, among others, that:
    • BCI IV has no prior operating history and there is no assurance that it will be able to achieve its investment objectives.
    • BCI IV is subject to various risks related to owning real estate, including changes in economic, demographic and real estate market conditions. Due to the risks involved in the ownership of real estate and real-estate related investments, the amount of distributions it may pay to stockholders in the future, if any, is uncertain. There is no guarantee of any return on stockholders’ investment in BCI IV and stockholders may lose the amount they invest.
    • Because there is no public trading market for shares of BCI IV’s common stock and there are limits on the ownership, transferability and redemption of shares of BCI IV’s common stock, which will significantly limit the liquidity of stockholders’ investment, stockholders must be prepared to hold their shares for an indefinite length of time.
    • There is no public trading market for shares of BCI IV’s common stock, and it does not anticipate that there will be a public trading market for its shares, so redemption of shares by BCI IV will likely be the only way to dispose of stockholders’ shares. BCI IV’s share redemption programs will provide stockholders with the opportunity to request that BCI IV redeems stockholders’ shares on a monthly basis, but BCI IV is not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month, in its discretion. In addition, redemptions will be subject to available liquidity and other significant restrictions. Further, BCI IV’s board of directors may modify, suspend or terminate BCI IV’s share redemption programs if it deems such action to be in BCI IV’s best interest and the best interest of its stockholders. As a result, BCI IV’s shares should be considered as having only limited liquidity and at times may be illiquid.
    • A portion of the proceeds received in this offering is expected to be used to satisfy redemption requests. Using the proceeds from this offering for redemptions will reduce the net proceeds available to retire debt or acquire additional properties, which may result in reduced liquidity and profitability or restrict BCI IV’s ability to grow its NAV.
    • In connection with this offering, BCI IV incurs fees and expenses which will decrease the amount of cash it has available for operations and new investments. In the future BCI IV may conduct other offerings of common stock (whether existing or new classes), preferred stock, debt securities or of interests in its Operating Partnership. BCI IV may also amend the terms of this offering. BCI IV may structure or amend such offerings to attract institutional investors or other sources of capital. The costs of this offering and future offerings may negatively impact BCI IV’s ability to pay distributions and stockholders’ overall return.
    • The transaction price will not accurately represent the value of BCI IV’s assets at any given time and the actual value of stockholders’ investment may be substantially less. BCI IV’s board of directors arbitrarily determined the initial transaction price in its sole discretion and it is not based on the value of any assets BCI IV may own when a stockholder purchases shares in this offering. Until BCI IV commences monthly valuations, the transaction price will be fixed and will not be adjusted based on the underlying value of any assets it may own. Once BCI IV commences monthly valuations, the transaction price generally will be based on its most recently disclosed monthly NAV of each class of common stock (subject to material changes as described above) and will not be based on any public trading market. Further, BCI IV’s board of directors may amend its NAV procedures from time to time. For example, if stockholders wish to subscribe for shares of BCI IV’s common stock in October, a stockholder’s subscription request must be received in good order at least five business days before November 1. Generally, the offering price per share would equal the transaction price of the applicable class as of the last calendar day of September, plus applicable upfront selling commissions and dealer manager fees. If accepted, the stockholder’s subscription would be effective on the first calendar day of November. Conversely, if the stockholder wishes to submit their shares for redemption in October, their redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of October. If accepted, the stockholder’s shares would be redeemed as of the last calendar day of October and, generally, the redemption price would equal the transaction price of the applicable class as of the last calendar day of September, subject to reduction, with respect to the Class W and Class I Redemption Program, for early redemption. In each of these cases, the NAV that is ultimately determined as of the last day of October may be higher or lower than the NAV as of the last day of September used for determining the transaction price. Therefore, the price at which stockholders purchase shares may be higher than the current NAV per share at the time of sale and the price at which stockholders redeem shares may be lower than the current NAV per share at the time of redemption.
    • The transaction price will not represent BCI IV’s enterprise value and may not accurately reflect the actual prices at which its assets could be liquidated on any given day, the value a third party would pay for all or substantially all of BCI IV’s shares, or the price that BCI IV’s shares would trade at on a national stock exchange. Once BCI IV commences monthly valuations, our management’s assessment of the market values of our properties may also differ from the appraised values of its properties. Further, it is possible that the annual appraisals of BCI IV’s properties may not be spread evenly throughout the year, and rapidly changing market conditions or material events may not be fully reflected in its monthly NAV. The resulting potential disparity in BCI IV’s NAV may inure to the benefit of redeeming stockholders or non-redeeming stockholders and new purchasers of its common stock, depending on whether its published NAV per share for such class is overstated or understated.
    • BCI IV’s NAV per share may suddenly change if the valuations of its properties materially change from prior valuations or the actual operating results materially differ from what we originally budgeted. For example, BCI IV expects to face lease expirations across its portfolio regularly, and as it moves further away from lease commencement toward the end of a lease term, the valuation of the underlying property generally will be expected to drop, depending on the likelihood of a renewal or a new lease on similar terms.
    • Some of BCI IV’s executive officers, directors and other key personnel are also officers, directors, managers, key personnel and/or holders of an ownership interest in the Advisor, the Dealer Manager, and/or other entities related to the Sponsor. As a result, they face conflicts of interest, including but not limited to conflicts arising from time constraints, allocation of investment and leasing opportunities and the fact that certain of the compensation the Advisor will receive for services rendered to BCI IV is based on BCI IV’s NAV, the procedures for which the Advisor assists BCI IV’s board of directors in developing, overseeing, implementing and coordinating. BCI IV expects to compete with certain affiliates of direct and indirect owners of the Sponsor for investments and certain of those entities may be given priority with respect to certain investment opportunities.
    • This is a “blind pool” offering; BCI IV has not identified specific assets to acquire or investments to make with all of the proceeds of this offering. Stockholders will not have the opportunity to evaluate all of the investments BCI IV will make with the proceeds of this offering prior to purchasing shares of its common stock.
    • This is a “best efforts” offering and if BCI IV is unable to raise substantial funds, then it will be more limited in its investments.
    • BCI IV may change its investment policies without stockholder notice or consent, which could result in investments that are different from those described in this prospectus.
    • Distributions may be paid from sources other than cash flows from operating activities, such as cash flows from financing activities, which may include net proceeds of this offering and borrowings (including borrowings secured by BCI IV’s assets). BCI IV’s distributions may exceed our taxable income, which would represent a return of capital for tax purposes. A return of capital is a return of a stockholder’s investment rather than a return of earnings or gains and will be made after deductions of fees and expenses payable in connection with BCI IV’s offering. Some or all of BCI IV’s future distributions may be paid from these sources as well as from the sales of assets, cash resulting from a waiver or deferral of fees, and from BCI IV’s cash balances. There is no limit on distributions that may be made from these sources, however, BCI IV’s Advisor and its affiliates are under no obligation to defer or waive fees in order to support our distributions. To the extent BCI IV pays distributions from sources other than its cash flows from operating activities, it may have less funds available for the acquisition of properties, and stockholders’ overall return may be reduced.
    • If BCI IV fails to qualify as a REIT, it would adversely affect its operations and its ability to make distributions to its stockholders.
    • BCI IV’s use of leverage, such as mortgage indebtedness and other borrowings, increases the risk of loss on its investments.
    • Prolonged disruptions in the U.S. and global credit markets could adversely affect BCI IV’s ability to finance or refinance investments and the ability of its customers to meet their obligations, which could affect its ability to meet its financial objectives and make distributions.
    • BCI IV is not required by its charter or otherwise to provide liquidity to its stockholders. If BCI IV does not effect a Liquidity Event, it will be very difficult for stockholders to have liquidity with respect to their investment in shares of its common stock.
    • BCI IV will not be registered as an investment company, and it will not be subject to the provisions of the Investment Company Act of 1940, or the “Investment Company Act,” applicable to registered investment companies. If BCI IV becomes subject to such provisions of the Investment Company Act, it could significantly impair the operation of its business.
  • This material contains forward-looking statements, including statements concerning investment objectives, strategies, other plans and objectives for future operations or economic performance that are based on BCI IV’s current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties, as described in more detail in the “Risk Factors” section of the prospectus and in this sales material. Any of these statements could prove to be inaccurate, and actual events or investments and results of operations could differ materially from those expressed or implied in the forward-looking statement. Investors are cautioned not to place undue reliance on any forward-looking statements.
  • DPF is also sponsored by affiliates of Black Creek Group. DPF sold its common stock at a price of $10.00 per share in two fixed-priced primary public offerings through September 2009 and announced a net asset value per share of $7.54 as of May 31, 2017. DPF offers share redemption programs that limit the number of shares to be redeemed during any quarter. For each year since 2009, DPF received redemption requests from Class E stockholders that exceeded the availability under DPF’s Class E share redemption program. During this period, DPF redeemed, on a pro rata basis, a percentage of the Class E shares requested to be redeemed for each quarter (exclusive of requests made in connection with the death or disability of a stockholder) which ranged from approximately 1.0% to 26.1%. In addition, DPF lowered its quarterly distribution rate from $0.15 to $0.125 per share for the first three quarters of 2012, and further lowered it to $0.0875 per share for the fourth quarter of 2012 through the fourth quarter of 2014. In the first quarter of 2015, DPF raised the quarterly distribution rate to $0.09 per share and DPF has paid quarterly distributions at that rate through March 31, 2017. Effective since December 2015, redemptions under the Class E share redemption program are only be available in the event of the death or disability of a stockholder, subject to certain limitations. The DPF board of directors will evaluate each quarter whether to make liquidity available to Class E stockholders desiring liquidity other than in the event of death or disability through a share redemption program or through a tender offer process.
  • THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THE BLACK CREEK INDUSTRIAL REIT IV PROSPECTUS. THE OFFERING IS MADE ONLY BY THE BLACK CREEK INDUSTRIAL REIT IV PROSPECTUS.

NOT A DEPOSIT • NOT FDIC INSURED • NOT GUARANTEED BY THE BANK • MAY LOSE VALUE • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
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Real estate investment trusts (REITs) are not suitable for all investors. Investing in shares of BCI IV's common stock involves a high degree of risk. Please review the summary risk factors and see the prospectus for a complete list of the risks associated with the offering.
The information within this website concerning BCI IV is solely for informational purposes and constitutes neither an offer to sell nor the solicitation of an offer to buy securities by any person in any jurisdiction. The information presented herein is not, and is not intended to be, a complete discussion of all material information you should know about BCI IV or any other product.
If you are considering purchasing shares of BCI IV's common stock or any security, you should thoroughly read the relevant prospectus prior to making a purchase, and carefully consider the investment objectives and policies, risk considerations, charges and ongoing expenses of any security before investing or sending money.
Any underwriter or dealer participating in the offering can arrange to send you the prospectus upon request. You can also obtain a prospectus by accessing the “prospectus” section of this website, by calling toll-free 866.324.REIT (7348), or by visiting EDGAR on the SEC website at www.sec.gov and searching for company filings under the name of the applicable depositor.
The dealer manager for BCI IV's public offering of securities is Black Creek Capital Markets LLC, member FINRA.