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404-881-7000 | Fax:404-881-7777
| Jason W. Goode | Direct Dial:404-881-7986 | Email: Jason.goode@alston.com |
July 31, 2018
VIA EDGAR
Ms. Erin E. Martin
Legal Branch Chief
Office of Real Estate and Commodities
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Mail Stop 3233
Washington, DC 20549
| Re: | Nuveen Global Cities REIT, Inc. |
Post-Effective Amendment to FormS-11
Filed July 13, 2018
FileNo. 333-222231
Dear Ms. Martin:
This letter sets forth the response of our client, Nuveen Global Cities REIT, Inc. (the “Company”), to the correspondence from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) dated July 25, 2018. The comment is related to Post-Effective Amendment No. 9 to the Company’s registration statement on FormS-11 (the “Registration Statement”). We have included the comment below, followed by the Company’s response.
Comment: We note that your Dealer Agreements filed as Exhibit 1.1 and 1.2 contain mandatory arbitration provisions. Please clarify whether the mandatory arbitration provision applies to claims under the federal securities laws.
Response: The Dealer Agreements filed as Exhibits 1.1 and 1.2 contain arbitration provisions that apply to claims under the federal securities laws. However, these arbitration provisions only apply to the parties to each agreement, and not the Company’s stockholders. As a result, the Company does not believe it is appropriate to amend the Registration Statement in response to the Staff’s comment.
| Alston & Bird LLP | www.alston.com |
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Ms. Erin E. Martin
July 31, 2018
Page 2
Please contact me if you should need additional information or should have questions.
Sincerely,
/S/ JASON W. GOODE
Jason W. Goode
| cc: | Rosemarie Thurston, Alston & Bird LLP |
William Miller, Nuveen, LLC
Daniel Carey, Nuveen, LLC