Filed Pursuant to Rule 424(b)(3)
Registration No. 333-251136
HINES GLOBAL INCOME TRUST, INC.
SUPPLEMENT NO. 13, DATED JANUARY 17, 2024
TO THE PROSPECTUS, DATED APRIL 21, 2023
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 21, 2023 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 15, 2023, Supplement No. 2, dated May 16, 2023, Supplement No. 3, dated June 15, 2023, Supplement No. 4, dated July 17, 2023, Supplement No. 5, dated August 14, 2023, Supplement No. 6, dated August 17, 2023, Supplement No. 7, dated September 15, 2023, Supplement No. 8, dated October 17, 2023, Supplement No. 9, dated October 25, 2023, Supplement No. 10, dated November 15, 2023, Supplement No. 11, dated November 16, 2023, and Supplement No.12, dated December 14, 2023. 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;
B.to update the offering price and transaction price for each class of our common stock for subscriptions to be accepted as of February 1, 2024;
C.to disclose the calculation of our December 31, 2023 NAV per share, as determined in accordance with our valuation procedures, for each of our share classes;
D.to provide an update regarding distributions declared;
E.to update disclosure in the "Management" section of the Prospectus; and
F.to update disclosure in the “Experts” section of the Prospectus.
A.Status of Our Offering
We launched this offering on June 2, 2021. As of January 17, 2024, we have received gross proceeds of approximately $1.8 billion from the sale of 166.9 million shares of our common stock through our current public offering, including proceeds from our distribution reinvestment plan. As of January 17, 2024, approximately $321.9 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 $359.1 million of shares available under our distribution reinvestment plan. This is our third public offering, and as of January 17, 2024, we have received aggregate gross proceeds of approximately $3.2 billion from the sale of shares of our common stock through our public offerings, including proceeds from our distribution reinvestment plan.
B.February 1, 2024 Offering Price and Transaction Price
The transaction price for each share class of our common stock for subscriptions to be accepted as of February 1, 2024 (and repurchases as of January 31, 2024) is as follows:
| | | | | | | | | | | |
| Offering Price(1) | | Transaction Price(1) |
| (per share) | | (per share) |
| Class T | $ | 10.44 | | | $ | 10.07 | |
| Class S | $ | 10.44 | | | $ | 10.07 | |
| Class D | $ | 10.07 | | | $ | 10.07 | |
| Class I | $ | 10.07 | | | $ | 10.07 | |
(1)Prices presented are rounded to the nearest cent. Actual transactions are based on prices rounded to four decimals.
The transaction price for each of our share classes is equal to such class’s NAV per share as of December 31, 2023. The NAV per share as of December 31, 2023 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.
C.December 31, 2023 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 hinesglobalincometrust.com 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 advisor 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 our 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 December 31, 2023, as set forth, and concurred with the calculation of the new NAV per share. Additionally, although not required by our valuation policy, our valuation committee and our board of directors have approved the NAV per share as of December 31, 2023, as calculated by us and our Advisor.
The table below sets forth the calculation of our NAV per share of each class of shares of our common stock as of December 31, 2023 and November 30, 2023 (the NAV per share is the same for each class of shares of our common stock):
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 | | November 30, 2023 |
| Gross Amount | | Per Share | | Gross Amount | | Per Share |
| (in thousands) | | | (in thousands) | |
| Real estate investments | $ | 3,986,389 | | | $ | 15.27 | | | $ | 3,921,363 | | | $ | 15.03 | |
| Other assets | 314,866 | | | 1.21 | | | 339,911 | | | 1.30 | |
| Debt and other liabilities | (1,673,145) | | | (6.41) | | | (1,615,023) | | | (6.19) | |
| | | | | | | |
| NAV | $ | 2,628,110 | | | $ | 10.07 | | | $ | 2,646,251 | | | $ | 10.14 | |
| Shares outstanding | 261,014 | | | | | 260,966 | | | |
Our consolidated balance sheet as of December 31, 2023 includes a liability of $59.1 million related to distribution and stockholder servicing fees payable to the Dealer Manager in future periods with respect to shares of its common stock. The NAV per share as of December 31, 2023 does not include any liability for distribution and stockholder servicing fees that may become payable after December 31, 2023, 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.
As of December 31, 2023, we owned interests in 41 real properties that were 95% leased and consisted of 18.1 million square feet of leasable space (based on information as of September 30, 2023, but reflecting the acquisition of IBM 500 Campus in December). Our portfolio was 33% levered based on the valuations of our real properties as of December 31, 2023.
The valuations of our real properties as of December 31, 2023 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 any properties that were acquired in the past 12 months and are being carried at their purchase price. In accordance with our valuation policy, the acquisition cost of these properties may serve as their value for a period of up to one year following their acquisition.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Office | | Industrial | | Retail | | Residential/Living | | Other | | Weighted-Average Basis |
| Exit Capitalization rate | | 6.57% | | 5.42% | | 6.53% | | 5.38% | | 6.24% | | 5.80% |
| Discount rate / internal rate of return (“IRR”) | | 7.36% | | 6.94% | | 7.54% | | 6.70% | | 7.12% | | 7.02% |
| | | | | | | | | | | | |
| Average holding period (years) | | 7.9 | | 9.7 | | 10.0 | | 10.0 | | 9.9 | | 9.5 |
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:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Input | | Hypothetical
Change | | Office | | Industrial | | Retail | | Residential/Living | | Other | | Weighted-Average Values |
Exit Capitalization rate (weighted-average) | | 0.25% decrease | | 3.03% | | 2.49% | | 2.20% | | 3.02% | | 2.32% | | 2.69% |
| | 0.25% increase | | (2.01)% | | (2.26)% | | (2.02)% | | (2.70)% | | (2.12)% | | (2.31)% |
Discount rate (weighted-average) | | 0.25% decrease | | 2.20% | | 2.66% | | 1.80% | | 1.99% | | 1.95% | | 2.23% |
| | 0.25% increase | | (1.68)% | | (2.80)% | | (1.74)% | | (1.78)% | | (1.90)% | | (2.12)% |
D.Distributions Declared
With the authorization of our board of directors, we declared monthly distributions for the month of January 2024 for each class of our common stock at the following rates (as rounded to the nearest three decimal places):
| | | | | | | | | | | |
| January 2024 | Gross Distribution | Distribution and Stockholder Servicing Fee | Net Distribution |
| | | |
| Class T Shares | $ | 0.052 | | $ | 0.008 | | $ | 0.044 | |
| Class S Shares | $ | 0.052 | | $ | 0.007 | | $ | 0.045 | |
| Class D Shares | $ | 0.052 | | $ | 0.002 | | $ | 0.050 | |
| Class I Shares | $ | 0.052 | | $ | — | | $ | 0.052 | |
| Class AX / JX Shares | $ | 0.052 | | $ | — | | $ | 0.052 | |
| | | |
| | | |
The net distributions for each class of shares of our common stock (which represents the gross distributions less the distribution and stockholder servicing fee for each applicable class of shares of common stock) will be payable to stockholders of record as of the last business day of January 2024, and will be paid on the first business day of February 2024. These distributions will be paid in cash or reinvested in shares of our common stock for stockholders participating in our distribution reinvestment plan. Distributions reinvested pursuant to our distribution reinvestment plan will be reinvested in shares of the same class of shares as the shares on which the distributions are being made. Some or all of the cash distributions may be paid from sources other than cash flows from operations.
E.Update to Management Section
As previously announced on October 25, 2023, Humberto “Burt” Cabañas resigned from our board of directors, effective as of November 1, 2023. Our charter requires that a majority of the members of the board be comprised of independent directors except for a period of 60 days after the death, removal, or resignation of an independent director. The vacancy created by the resignation of Mr. Cabañas left the board without a majority of independent directors. Our Nominating and Corporate Governance Committee is currently conducting a search process to identify and appoint a new independent director to fill the vacancy created by Mr. Cabañas’ resignation.
In light of our ongoing search for a new independent director, Laura Hines-Pierce resigned, voluntarily and temporarily, from our board of directors, effective as of December 31, 2023, in order to re-establish a majority of independent directors on the board. In connection with her temporary resignation, the board approved a temporary reduction in its size from seven members to five members. It is the expectation of the board that once a new independent director has been duly identified by the Nominating and Corporate Governance Committee, the board will be expanded to consist of seven members. At that time, the board expects that it will appoint the new independent director and will reappoint Ms. Hines-Pierce to the board. Ms. Hines-Pierce will continue to serve in her role of Co-Chief Executive Officer of Hines, our sponsor.
The Nominating and Corporate Governance Committee has appointed John O. Niemann, Jr. to be the temporary Chair of the Valuation Committee and Dougal A. Cameron to be the temporary Chair of the Conflicts Committee. The board of directors expects that once the board of directors has appointed a new independent director, the board will reassess which independent directors should serve as the Chairs of each of these committees.
Accordingly, all references to Ms. Hines-Pierce in the Prospectus, including in the section of the Prospectus titled "Management - Our Officers and Directors," are hereby updated to reflect that she is no longer a director, effective as of December 31, 2023. Further, all references to the size of the board of directors are hereby updated to refer to five members, all references to the Chair of the Valuation Committee are hereby updated to refer to John O. Niemann, and all references to the Chair of the Conflicts Committee are hereby updated to refer to Dougal A. Cameron.
F.Update to Experts
The following updates the “Experts” disclosure on page 183 of the Prospectus:
The statements included in this Supplement under Section C, “December 31, 2023 NAV Per Share,” relating to the role of Altus as the independent valuation advisor, have been reviewed by Altus and are included in this Supplement given the authority of Altus as an expert in real estate valuations. Altus Group does not admit that it is in the category of persons whose consent is required under Section 7 of the Securities Act.
