Filed Pursuant to Rule 424(b)(3)
Registration No. 333-220046
HINES GLOBAL INCOME TRUST, INC.
SUPPLEMENT NO. 2, DATED MAY 14, 2020
TO THE PROSPECTUS, DATED APRIL 27, 2020
This prospectus supplement (this “Supplement”) is part of and should be read in conjunction with the prospectus of Hines Global Income Trust, Inc., dated April 27, 2020 (the “Prospectus”), as supplemented by Supplement No. 1, dated April 29, 2020. 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 provide an update on the status of our current public offering;
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| B. | to update the offering price and transaction price for each class of our common stock for subscriptions to be accepted as of June 1, 2020; |
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| C. | to disclose the calculation of our April 30, 2020 net asset value (“NAV”) per share, as determined in accordance with our valuation procedures, for each of our share classes; and |
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| D. | to update disclosure in the “Experts” section of the Prospectus. |
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| A. | Status of Our Current Public Offering |
As of May 14, 2020, we have received gross proceeds of approximately $595.1 million from the sale of 57.5 million shares of our common stock through our current public offering, including proceeds from our distribution reinvestment plan. As of May 14, 2020, approximately $1,418.6 million of our common shares remained available for sale pursuant to our current public offering in any combination of Class T Shares, Class S Shares, Class D Shares, and Class I Shares, exclusive of approximately $486.4 million of shares available under our distribution reinvestment plan.
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| B. | June 1, 2020 Offering Price and Transaction Price |
The transaction price for each share class of our common stock for subscriptions to be accepted as of June 1, 2020 (and repurchases as of May 31, 2020) is as follows:
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| | Offering Price | | Transaction Price |
| | (per share) | | (per share) |
| Class T | $ | 10.06 |
| | $ | 9.71 |
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| Class S | $ | 10.06 |
| | $ | 9.71 |
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| Class D | $ | 9.71 |
| | $ | 9.71 |
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| Class I | $ | 9.71 |
| | $ | 9.71 |
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The transaction price for each of our share classes is equal to such class’s NAV per share as of April 30, 2020. The NAV per share as of April 30, 2020 is the same for each of our share classes. A calculation 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.
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| C. | April 30, 2020 NAV Per Share |
Our board of directors has appointed a valuation committee comprised of independent directors, which we refer to herein as the valuation committee, to be responsible for the oversight of the valuation process. The valuation committee has adopted a valuation policy, as approved by our board of directors, and as amended from time to time, that contains a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at www.hinessecurities.com/hgit and is also available on our toll-free information line at (888) 220-6121. Please see “Valuation Policy and Procedures” in our Prospectus for a more detailed description of our valuation procedures, including important disclosure regarding interim real property valuations provided by our Advisor and reviewed by Altus Group U.S., Inc., or Altus, the independent valuation firm we have engaged to prepare appraisal reviews and carry out a review of the calculation of the NAV for the Company. All parties engaged by us in the calculation of our NAV, including the Advisor, are subject to the oversight of our valuation committee. Generally, all of our real properties are appraised once each calendar year by third party appraisal firms in accordance with our valuation guidelines and such appraisals are reviewed by Altus. Altus reviewed the calculation of the new NAV per share of our common stock as of April 30, 2020, as set forth, and concurred with the calculation of the new NAV per share.
The table below sets forth the calculation of our NAV per share of each class of shares of our common stock as of April 30, 2020 and March 31, 2020 (the NAV per share is the same for each class of shares of our common stock):
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| | April 30, 2020 | | March 31, 2020 |
| | Gross Amount | | Per Share | | Gross Amount | | Per Share |
| | (in thousands) | | | (in thousands) | |
| Real estate investments | $ | 1,407,462 |
| | $ | 14.81 |
| | $ | 1,606,653 |
| | $ | 17.44 |
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| Other assets | 233,373 |
| | 2.46 |
| | 147,750 |
| | 1.60 |
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| Debt and other liabilities | (718,010 | ) | | (7.56 | ) | | (847,867 | ) | | (9.20 | ) |
| NAV | $ | 922,825 |
| | $ | 9.71 |
| | $ | 906,536 |
| | $ | 9.84 |
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| Shares outstanding | 95,001 |
| | | | 92,115 |
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As previously disclosed, the Coronavirus (COVID-19) pandemic has had, and is expected to continue to have, an adverse impact on global commercial activity and has contributed to significant volatility in financial markets. While it is difficult to ascertain the long term impact it will have on commercial real estate markets and our investments, it presents material uncertainty and risk with respect to the current and future performance and value of our investments. Investments in real properties and real estate-related securities have not been immune to the impact of the pandemic. However, we have invested in well leased, high-quality assets using modest leverage in markets positioned for value retention and resiliency and we believe our globally diversified fund is well-situated to weather this challenge.
Our consolidated balance sheet as of April 30, 2020 includes a liability of $26.5 million related to distribution and stockholder servicing fees payable to Hines Securities, Inc. (the "Dealer Manager") in future periods with respect to shares of its common stock. The NAV per share as of April 30, 2020 does not include any liability for distribution and stockholder servicing fees that may become payable after April 30, 2020, since these fees may not ultimately be paid in certain circumstances, including if Hines Global was liquidated or if there was a listing of our common stock.
The valuations of our real properties as of April 30, 2020 were reviewed by Altus in accordance with our valuation procedures. Certain key assumptions that were used in the discounted cash flow analysis, which were determined by our Advisor and reviewed by Altus, are set forth in the following table based on weighted-averages by property type. However, the table below excludes assumptions related to properties acquired in the past 12 months since the acquisition cost of these properties will serve as their value for a period of up to one year following their acquisition, in accordance with our valuation policy.
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| | | Office | | Industrial | | Retail | | Residential/Living | | Weighted-Average Basis |
| Capitalization rate | | 6.50% | | 6.05% | | 6.93% | | 5.48% | | 6.06% |
| Discount rate / internal rate of return (“IRR”) | | 7.63% | | 6.23% | | 7.68% | | 6.40% | | 6.71% |
| Average holding period (years) | | 7.0 | | 10.0 | | 10.0 | | 10.0 | | 9.7 |
A change in the rates used would impact the calculation of the value of our real properties. For example, assuming all other factors remain constant, the changes listed below would result in the following effects on the value of our real properties:
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| Input | | Hypothetical
Change | | Office | | Industrial | | Retail | | Residential/Living | | Weighted-Average Values |
| Capitalization rate (weighted-average) | | 0.25% decrease | | 2.92% | | 2.74% | | 2.21% | | 2.31% | | 2.51% |
| | | 0.25% increase | | (2.70)% | | (2.52)% | | (2.06)% | | (3.51)% | | (2.80)% |
| Discount rate (weighted-average) | | 0.25% decrease | | 1.43% | | 1.95% | | 1.90% | | 1.21% | | 1.62% |
| | | 0.25% increase | | (1.41)% | | (1.90)% | | (1.86)% | | (2.67)% | | (2.11)% |
The following updates the “Experts” disclosure on page 235 of the Prospectus:
The statements included in this Supplement under Section C, “April 30, 2020 NAV Per Share,” relating to the role of Altus as the independent valuation firm, have been reviewed by Altus and are included in this Supplement given the authority of Altus as an expert in real estate valuations.
